Herbert Smith Freehills is advising RESIMAC LIMITED (Resimac) on the proposal put to RHG Limited (RHG) by Australian Mortgage Acquisition Company Pty Ltd and Resimac for the acquisition of RHG by way of scheme arrangement for total cash consideration of 47.1 cents per share, announced today. Under the scheme proposal, which is unanimously recommended by the board of RHG (in the absence of a superior proposal and subject to the independent expert concluding, and continuing to conclude, that the scheme is in the best interests of shareholders), Australian Mortgage Acquisition Company Pty Ltd will acquire 100% of all ordinary shares in RHG. As at 31 January 2013 RHG managed a mortgage book of $2.31 billion, which is a closed book.
The Herbert Smith Freehills team is led by partners Philippa Stone and Mark Crean. Senior associates Shing Lo and Shona Seaton and solicitor Warren Brandt are other key members of the transaction team.
Ms Stone said: “Herbert Smith Freehills is delighted to be acting for Resimac on this important transaction. It has been a pleasure working with their team and we look forward to continuing to work alongside them as this transaction progresses.”
RHG is the company formerly known as ‘RAMS Mortgage Corporation’. In April 2011, RHG announced that the directors intended to distribute all available cash in RHG to shareholders by way of dividends before winding down the mortgage book. The scheme provides RHG shareholders with an opportunity to crystallise their remaining investment in RHG for cash at an attractive value and thereby mitigate any risks involved in executing the final wind down of the mortgage book.
Herbert Smith Freehills has also recently advised Careers Australia Group on its response to the current takeover bids by Cirrus Business Investments and Crescent BidCo Pty Limited; China Resources Power Holdings on its proposed merger with China Resources Gas Group by way of privatisation; NSW Ports Consortium on its successful bid for Port of Botany and Port Kembla; China National Petroleum Corporation on its US$4.21 billion acquisition of a 20% indirect participating interest in a major gas field from Eni SpA; Singapore Power International on its sale of a 60% shareholding in SPI (Australia) Assets to State Grid International Development and sale of a 19.9% security holding in SP Ausnet to State Grid International Development; Strides Arcolab on the US$1.6 billion disposal of Agila Specialties to Mylan Inc; and TPG International LLC on its acquisition of Ingham Group. The team that is advising Resimac also advised Yancoal Australia on its $8 billion merger with Gloucester Coal and listing on the ASX last year, Aston Resources on its $5.1 billion merger with Whitehaven Coal, AGL Energy on its acquisition of the remaining interests in the Loy Yang A power station and Brookfield Infrastructure Partners on its acquisition of Inexus Group Limited.
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