Herbert Smith Freehills has advised Miclyn Express Offshore Limited (ASX: MIO) on its successful amalgamation with an entity jointly owned by funds and entities affiliated with Headland Private Equity and CHAMP Private Equity (the Buyers).

The amalgamation, which came into effect on 16 December 2013, makes MIO the second ASX-listed company to ever undertake a Bermuda amalgamation.

The Buyers, who collectively held 75.2% of MIO shares, paid A$155.2m to buy out all the minority shares. The transaction also involved a bond issue by MIO of Sg$200m (A$178.7m) in part to fund consideration under the amalgamation and the repayment of company debt.

As a result of the amalgamation, MIO has been delisted from the Australian Stock Exchange.

The almost unprecedented nature of this type of amalgamation for an ASX listed entity, combined with complex foreign merger rules, added significant complexity to the deal.

The Herbert Smith Freehills team was led by partner Philippa Stone who, along with senior associate Rory Maguire, advised MIO on all Australian law aspects of the amalgamation. Partner Melita Cottrell along with associate Olivier Hensby and solicitor Adam Roberts, advised the company on certain Australian law aspects of the bond issue. The Herbert Smith Freehills team worked alongside MIO’s in-house counsel and local counsel in Bermuda.

“This transaction is a great example of Herbert Smith Freehills’ ability to manage complex deals involving foreign jurisdictions and provide successful outcomes for our clients,” said Philippa Stone.

Herbert Smith Freehills previously acted for MIO in 2010 when the company listed on the ASX.