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Herbert Smith Freehills is pleased to have advised TPG Corporation Limited (formerly TPG Telecom Limited) (TPG) on the successful implementation its A$16.5 billion merger of equals with TPG Telecom Limited (formerly Vodafone Hutchison Australia Limited (VHA) by way of scheme of arrangement. This transformational merger was implemented yesterday (13 July 2020). 

The implementation of the merger represents the final step in a marathon process since TPG and VHA agreed, two years ago, to merge and establish Australia’s leading challenger integrated telecommunications provider.

Since then, the cross-border and cross-practice Herbert Smith Freehills team has worked with TPG to overcome several significant hurdles, including opposition from the Australian Competition and Consumer Commission (ACCC) and subsequent Federal Court proceedings to overturn the ACCC decision.

The merger was widely supported by the market and TPG shareholders, with over 99% of TPG shares voted in favour of the transaction at the Scheme Meeting.

As well as being one of the largest mergers in the past decade in Australia, the transaction also involved the demerger and listing of TPG’s Singaporean business, Tuas Limited, on ASX.

Herbert Smith Freehills advised TPG and Tuas on all aspects of the demerger and listing and was able to leverage its network of lawyers across Australia and Singapore to execute this transaction.

The Herbert Smith Freehills team was led by Corporate partners Rebecca Maslen-Stannage, Malika Chandrasegaran and Philip Hart, and senior associates Mia Harrison-Kelf and Michael Compton. Earlier Federal Court proceedings which overturned the ACCC’s attempt to block the merger were led by Competition partner Liza Carver and Litigation partner Bruce Ramsay, with senior associates Patrick Clark, Christine Wong and Robert Chiarella.

Ms Maslen-Stannage said, “It was great to work with the TPG team on this market-leading transaction. Their highly practical “get things done” approach and resilience to overcome hurdles make them great to work with. We were proud to see the Herbert Smith Freehills team from across the network work seamlessly together to make sure this complex transaction was successfully implemented. It was an inspiring team effort all round.”

TPG’s team was led by General Counsel Tony Moffatt and CFO and Company Secretary Stephen Banfield. Mr Moffatt said, “There were many challenges bringing this merger to completion. We consider TPG very fortunate to have had the skills of Rebecca, Liza and their respective teams to guide us through the process.  In my view, HSF was an excellent firm for a transaction of this kind.”

Macquarie Capital (Australia) Limited was TPG’s financial adviser.

Norton Rose Fulbright advised VHA on the merger and Allens Linklaters advised VHA on the ACCC proceedings.

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Emily Coultas

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