John Elliott

Partner
Norton Rose Fulbright Australia

Sydney
Australia
T:+61 2 9330 8684
Sydney
Australia
T:+61 2 9330 8684
John Elliott

John Elliott

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Biography

John Elliott is a corporate and commercial lawyer based in Sydney.

John Elliott has over 30 years' experience in mergers and acquisitions and has acted on some of Australia's largest and most complex corporate transactions.  He has acted in both bid and defence roles in public listed company takeovers, majority shareholder sell-downs and mergers and spin-offs by scheme of arrangement.  He has also acted on a number of large private treaty purchases and sales.

John advises both local and international companies across a broad range of industries.  In doing so, he has had extensive dealings with government and other regulatory bodies including the Australian Securities & Investments Commission, the Foreign Investment Review Board, the Australian Securities Exchange and the Takeovers Panel.

In addition to being named Best Lawyers® 2018 Sydney Commercial Law Lawyer of the Year, John has been recommended for mergers and acquisitions by Best Lawyers in Australia since its inception in 2009, and has also been recommended for corporate law and corporate governance/practice. John has also been recommended as a leading lawyer by Chambers Global (2011-2018), IFLRI000 (2011-2019), Legal 500 Asia Pacific (2018), International Who's Who of Mergers & Acquisition Lawyers (2012-2018), and International Who's Who of Corporate Governance Lawyers (2014-2018). 

In Chambers Asia Pacific 2015: 'Clients value him as a highly accessible practitioner who "keeps going on things, keeps up to date on deals and is always offering suggestions about how we might accommodate a particular point or strategy."'  In Chambers Global 2013: 'John Elliott is described simply as "really excellent", and commands great respect for his depth of experience'.


Professional experience

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  • Bachelor of Laws (Hons) (University of Sydney) 1982
  • Bachelor of Economics (University of Sydney) 1980
  • High Court of Australia 2009
  • Supreme Court of New South Wales 1983
  • Supreme Court of Victoria 1990

Technology and innovation (including consumer markets)

  • Vodafone Hutchison Australia: advised VHA on its merger with TPG Telecom, one of the largest ever mergers and acquisitions in the Australian telecommunications industry, with the new entity to have a pro forma enterprise value of approximately AU$15 billion (2018-2019).
  • Wealth Defender Equities: advised WDE all aspects of an unsolicited offer received by WAM Capital Limited (2018).
  • The Independent Print Media Group Pty Limited: advised the privately-owned IPMG in relation to its merger with the ASX listed entity, PMP Limited, with a combined revenue of AU$1.28bn (2017).
  • Dean Foods Company: advised US listed Dean Foods on its announced proposal with Freedom Foods Group to acquire The a2 Milk Company, which was ultimately rejected (2015).
  • CHAMP Private Equity: advised CHAMP on the acquisition of oOh!media Group by scheme of arrangement (2012).  Also advised CHAMP/oOh!media Group on its acquisition of the Eye Media Group from Channel Ten (2012).
  • PIPE Networks Limited: advised PIPE Networks on the acquisition by TPG Telecom by scheme of arrangement (2010).
  • Insight Venture Management: advised Insight on its acquisition of a 48 per cent interest in 3P Learning (2009).
  • Woolworths Limited:
    • advised Woolworths on the sale of the Dick Smith Electronics business in Australia and New Zealand to private equity firm Anchorage Capital Partners (2012).
    • advised on the acquisition of the businesses and assets of numerous hotels, via its subsidiary ALH Group (2011-12).
    • advised Woolworths on its AU$340 million acquisition of Cellarmasters from private equity firm, Archer Capital (2011).
    • advised Woolworths on its entry into the Australian home improvements and hardware sector through its takeover of Danks Holdings Limited (2009).
    • acted on the AU$380 million acquisition by ALH Group (a joint venture between Woolworths and the Bruce Matheson Group) from Catalyst and various management shareholders of Taverner Hotel Group.
  • Greencross Limited: advised Greencross on its AU$430 million merger with Mammoth Pet Holdings (2014).
  • Haier Group Corporation: advised Haier Group on the Australian aspects of its acquisition of 20 per cent of Fisher & Paykel Appliances (2009) and on its acquisition of the remaining 80 per cent interest (2012).
  • Wattyl Limited:
    • advised Wattyl on its acquisition by major American coatings manufacturer The Valspar Corporation for approximately AU$142 million (2010);
    • advised Wattyl on its response to the takeover offers by Allco Equity Partners and Barloworld (2005-6).
  • Kellogg Australia: advised Kellogg on its acquisition of Specialty Cereals Pty Limited and the Sunibrite and Be Natural snack foods businesses.
  • Macquarie Media Group: advised Macquarie Media Group on its acquisition by scheme of arrangement of Southern Cross Broadcasting Corporation and separate arrangement with Fairfax Media, involving the transfer of assets between the two companies, following the Southern Cross acquisition.
  • Federal Publishing Company: acted for the Hannan family's Federal Publishing Company on the sale of its magazine, newspaper and online media assets to News Corporation.
  • Ingram Micro Inc.: advised Ingram Micro on its acquisition of the Tech Pacific business.
  • B Digital Limited:
    • advised B Digital on its acquisition of Digiplus and the related issue of B Digital shares with shareholder approval.
    • advised B Digital on its acquisition of Kooee Communications and 50 per cent of Comindico and the related issue of B Digital shares with shareholder approval.
  • Cable & Wireless plc: advised C&W on the sale of its holding in Cable & Wireless Optus, which resulted in the AU$17 billion public takeover offer by Singapore Telecommunications.
  • AAPT Limited: advised AAPT on the takeover offer made for it by Telecom Corporation of New Zealand.
  • Lake Technology Limited: advised Lake on two takeover offers by Dolby Laboratories.
  • Lenfest Communications lnc: advised Lenfest in connection with its acquisition of an interest in satellite subscription broadcasting licence B and with the sale of that interest to Australis Media Limited in return for a substantial shareholding and holding of debentures in Australis.
  • Coca-Cola Amatil Limited:
    • advised Coca-Cola Amatil on its takeover bid for Neverfail Springwater;
    • advised Coca-Cola Amatil on its acquisition of the Philippines Coca-Cola Bottler from San Miguel;
    • advised Coca-Cola Amatil on its proposed merger with the beverage business of Cadbury Schweppes.
  • The Coca-Cola Company: advised TCCC on its acquisition, with San Miguel, of the Philippines Coca-Cola Bottler from Coca-Cola Amatil.
  • Arnotts Limited: advised Arnotts in relation to the bid by Campbell Soup Company which saw Arnotts succeed in preventing Campbell Soup obtaining control of Arnotts.
  • Jardine Matheson Holdings Limited:
    • advised on the acquisition of Pizza Hut restaurant chain and Dial-a-Dino's pizza delivery chain in Victoria, South Australia and Tasmania;
    • advised on the acquisition of Sizzler restaurant chain in Victoria and Tasmania and 50 per cent co-venture in South Australia and Northern New South Wales;
    • advised on the disposal of its restaurant businesses in Australia.
  • BTR Nylex Limited: advised on the successful cash takeover of ACI International Limited – which at the time was the largest takeover successfully completed in Australia.
  • Rover Group Holdings plc: advised on the restructuring of JRA Limited and acquisition of the major shareholding in that company by Rover and the setting up of a new distribution company for Rover in Australia.

 

Infrastructure, Mining and Commodities

  • La Mancha Group International BV: advised La Mancha on a restructure of its Australian interests which involved the requirement to obtain FIRB approval and the approval of the shareholders of ASX-listed Evolution Mining for the transfer of a 28% stake in Evolution (2017).
  • Spark Infrastructure Trust: advised Spark Infrastructure on its acquisition of the NSW Government electricity asset Transgrid for AU$10.258 billion, as part of a consortium with Hastings Funds Management and a number of offshore investors (2015).
  • PGGM Investment Management: Advised PGGM on its partnership with Macquarie Infra & Real Assets and Genesee & Wyoming Australia (GWA) to acquire a 49 per cent equity stake in GWA's AU$1.1+ billion acquisition of GRail, Glencore's Hunter Valley coal haulage assets (2016).
  • Canadian Pension Fund: Advised a Canadian pension fund in relation to its proposed consortium AU$9 billion acquisition of Asciano Limited (2016).
  • Coffey International Limited: advised Coffey in relation to the AU$109 million off market takeover bid by Tetra Tech, Inc. (2015).
  • Barrick Gold Corporation:
    • advised Barrick on the AU$400 million divestment of various mines in Western Australia to Gold Fields Limited and Northern Star (2013-14).
    • advised Barrick on its AU$7.8 billion acquisition of Equinox Minerals (2011).
    • advised Barrick on its takeover of Tusker Gold Limited (2010).
    • advised Barrick on its US$250 million acquisition of Emperor Mines Limited's 20 per cent interest in the Porgera Joint Venture.
    • advised Barrick on its joint venture bid with Antofagasta plc for Tethyan Copper.
  • Calibre Group Limited: advised Calibre on its acquisition of Diona for up to AU$90 million (2015).
  • Kingsgate Consolidated Limited:
    • advised Kingsgate on its successful defence of an unsolicited takeover bid from Northern Gulf Petroleum (2016).
    • advised Kingsgate on its AU$1.2 billion merger with Dominion Mining Limited (2011).
    • advised Kingsgate on its minority mop-up acquisition of Laguna Resources (2011-12).
    • advised Kingsgate on its capital raisings (2012 and 2014).
    • advised Kingsgate on its acquisition of the Bowdens silver project (2011).
  • Antofagasta Minerals: advised Antofagasta on its equity investments in Sipa Resources (2011), Encounter Resources (2013), Monax Minerals (2014) and Argonaut Resources (2014).
  • Noble Group: advised Noble on its successful takeover of Gloucester Coal Limited which followed ground-breaking Takeovers Panel proceedings (2009).
  • Quantum Pacific: advised Quantum on its attempted spill of the Board of Intrepid Mines Limited (2013) and on its successful follow-up spill of the Intrepid Board (2014).
  • Finders Resources Limited: advised Finders Resources Limited on the Board spill proposal by Taurus Funds Management (2013).
  • Companhia Siderurgica Nacional:
    • advised CSN on its acquisition of a 16.2 per cent stake in Riversdale Mining Limited (2009).
    • advised CSN on its participation in Riversdale Mining's placement and rights issue (2010).
    • advised CSN on Rio Tinto's bid for Riversdale Mining, including the purchase of a further 3 per cent stake and eventual sale of its 20 per cent stake, valued at AU$780 million (2010).
  • CBH Resources Ltd:
    • advised CBH on its announced transaction with Toho Zinc Co involving an equity raising, debt restructure and 50% sale and joint venture of its Rasp project (2010);
    • advised CBH on competing control proposals received from Toho Zinc Co and Nyrstar and the successful takeover offer ultimately made by Toho Zinc Co (2010);
    • advised CBH on its takeover bid for Perilya Ltd (2009).
  • Tutt Bryant: advised mining services firm Tutt Bryant on the minority mop up bid by major shareholder Tat Hong (2010).
  • AMP: advised AMP Life in relation to its minority take out offer for Equatorial Mining and on the later sale process which involved AMP Life procuring competing takeover bids for its controlling stake in Equatorial Mining.
  • Harmony Gold Mining Company Limited:
    • advised Harmony on its takeovers of Hill 50, Abelle and New Hampton Goldfields;
    • advised Harmony on its acquisition of the major holding in Bendigo Mining;
    • advised Harmony on the sale of its substantial shareholding in AurionGold to Placer;
    • advised Harmony on Australian aspects of its bid for Gold Fields.
  • Anaconda Nickel Limited: advised Anaconda in relation to the bid by MP Global, which involved a record number of applications before the Takeovers Panel.
  • British Aluminium plc: advised British Aluminium on its commencement of business in Australia and the acquisition of the CIG gas cylinders business from BOC.
  • Delta Gold NL:
    • advised Delta in relation to its competing bid for Acacia Resources, eventually won by AngloGold;
    • advised Delta in relation to its demerger of Zimbabwe Platinum Mines by scheme of arrangement.
  • Savage Resources Limited: advised Savage in relation to the bid by Pasminco.
  • Pancontinental Mining Limited: advised Pancontinental in relation to the bid by Goldfields.
  • Constellation Copper Corporation: advised Constellation Copper on its acquisition of a 48 per cent interest in Matrix Metals Limited and on the subsequent sale of its interest.
  • Boral Limited:
    • advised Boral on its takeover bid for Adelaide Brighton Limited;
    • advised Boral on the disposal of its tyre business to Bridgestone.
  • Clyde Industries Limited: advised Clyde in relation to the bid by Evans Deakin Industries.
  • Austoft Holdings Limited: advised Austoft in relation to the bids by Evans Deakin Industries and Case Corporation leading to Case acquiring Austoft.
  • Email Limited: advised Email on its takeover of Atlas Steels.

 

Energy

  • China Guangdong Nuclear Power Holding Co. Ltd (CGNPC): advised CGNPC, a state-owned enterprise, on its successful takeover bid for Energy Metals Limited, including obtaining the necessary foreign investment approvals (2009).
  • Boral Limited:
    • advised Boral on its successful takeover of SAGASCO Holdings Limited.
    • advised Boral in relation to a three-way bidding contest for Allgas Energy, eventually won by Energex.
  • Origin Energy Limited: advised Origin on its acquisition of the minority shareholdings in Oil Company of Australia Limited.
  • AGL:
    • advised AGL on the acquisition of its 50% interest in Solaris Power.
    • advised AGL on the disposal of its industrial pipe systems business to the George Fischer Group.

 

Financial Institutions

  • Territory Insurance Office: advised a leading insurance company on its binding bid for the NT Government's TIO, ultimately acquired by Allianz (2014).
  • Magellan Flagship Fund Limited: advised Magellan Flagship Fund on amendments to its management arrangements with Magellan Financial Group (2013).
  • Residential Funding Company LLC: advised RESCAP on the sale of its Australian mortgage business to the Pirmont Trust (2009).
  • GMAC RFC: advised on Firstfolio's acquisition of the AU$620 million prime residential mortgage portfolio of Capital First.
  • Magellan Financial Group Limited: advised interests associated with Chris Mackay and Hamish Douglass in recapitalising and taking control of Magellan Financial Group.
  • TD Waterhouse Group Inc: advised TD Waterhouse on the sale of its Australian stockbroking business to Commonwealth Securities.

 

Transport

  • Santa Fe Holdings: advised Santa Fe on its takeover of Wridgways Australia by scheme of arrangement (2010).
  • DHL International:
    • advised DHL on its bid for the Star Track Express business (ultimately acquired by Qantas and Australia Post);
    • advised DHL on its joint venture with New Zealand Post.
  • BTR plc: advised BTR on the disposal of its Hawker de Havilland subsidiary and related businesses.

 

Life sciences and Healthcare

  • Examworks Group Inc.: advised Examworks on its acquisition of Medhealth from private equity owners The Riverside Company (2012).
  • Tenet Healthcare Corporation: advised Tenet on the sell-down of its majority shareholding in Australian Medical Enterprises to Mayne Nickless.
  • Jamison Equity Limited: advised on the acquisition of 50 per cent of Australian Hospital Care Group.

 

Other - property

  • AMP: advised AMP Life in relation to the takeover offer by Stockland Group for AMP Diversified Property Trust.
  • Delfin Limited: advised Delfin on its acquisition by Lend Lease through a merger by scheme of arrangement.
  • Colonial Limited: advised in relation to its 20 per cent interest in the Colonial First State Property Group in response to competing merger proposals involving the Gandel Retail Trust and Mirvac.
  • Schroders Australia Limited: advised Schroders in relation to the sale of its property management business to AMP.
  • Named Best Lawyers® 2018 Sydney Commercial Law Lawyer of the Year
  • Ranked Top 5 in Australia's Most Highly Regarded individuals in M&A and Governance by Who's Who Legal Australia 2018
  • Consistently voted by peers as one of Australia's Best Lawyers® in Mergers & Acquisitions (2009–20), Commercial Law, Corporate Law and Corporate Governance/Practice
  • Rated as 'Highly Regarded' by IFLR1000 (2011-19)
  • Ranked in Band 2 by Chambers Global (2011–19)
  • Recognised by Who's Who Legal Corporate in Merger & Acquisition (2012-19) and Corporate Governance (2014-19)
  • Ranked as a Leading Individual in Corporate and M&A by The Legal 500 Asia Pacific (2016-19)
  • The "magnificent" John Elliott has acted on some of Australia's largest and most complex corporate transactions and is praised for "always keeping up to date with developments in the market" (Who's Who Legal 100, 2014).
  • John Elliott is sought after for complex transactions in numerous sectors and his "extensive experience" gained over the past 20 years "demands respect" from peers and clients alike. (Who's Who Legal 100, 2013).

 

  • Australian Financial Markets Association Companies and Securities Urgent Issues Committee
  • Corporations Law Committee of the Law Council of Australia

Knowledge

Takeovers in Australia 2019

Publication | March 18, 2019