Norton Rose Fulbright has acted for private printing company IPMG Pty Ltd on the merger of the IPMG Group with PMP Limited.

IPMG provides printing and digital services throughout Australia. It operates through various businesses and offers services such as heatset web offset printing, sheet fed and digital printing and associated finishing solutions and services.

The merger with PMP results in IPMG shareholders being issued with new PMP shares as consideration, equivalent to a maximum 37 per cent interest in PMP. Approximately 188 million PMP shares will be issued to IPMG shareholders as consideration for the transaction.

A Norton Rose Fulbright M&A team spanning corporate and competition law advised on a broad range of issues, including preparing and negotiating the share purchase deed; preparing a novel voting deed governing voting arrangements in respect of the consideration shares; preparing documents to effect a pre-completion restructure of IPMG companies; preparing and negotiating other transaction documents and ancillary documents; and dealings with the Australian Competition and Consumer Commission. The ACCC initially raised issues that the merger may result in a substantial lessening of competition in the relevant market but this position was ultimately addressed by our competition team and cleared by the Commission.

On announcing that it would not oppose the merger, the ACCC said it had made a “finely balanced decision” and that it believed the merger would not reach “the threshold of being a substantial lessening of competition.”

Sydney partner John Elliott led the deal and commented:

“This deal is an important step in the evolution of IPMG as a business. We were pleased to have been able to help our client navigate the various corporate and commercial law issues involved to achieve the combination of the IPMG business with the PMP business.”

Kevin Slaven, chief executive of IPMG, commented:

“This was a complex deal from a legal aspect with numerous moving parts over a lengthy period of time. John and the team at Norton Rose Fulbright did an outstanding job in navigating us through these complexities and it was an added bonus being able to have access to a quality competition team in addition to the M&A experts”.

John Elliott was assisted by special counsel Raymond Lou and associate Lana Tian. Partner Nick McHugh and special counsel Belinda Harvey advised on the competition aspects of the deal.