Baker first in TSE-ASX transaction


Baker McKenzie advised Tokyo Stock Exchange-listed LIFULL on its US$187 million acquisition of the Australian Stock Exchange-listed Mitula Group.

The first-of-a-kind scheme of arrangement transaction will create a leading global online classifieds and marketplaces group in 63 countries with 170 million visits per month giving customers access to more traffic, products and services. The consideration reflects an 88% premium to the closing price of Mitula shares on the ASX for those receiving shares.

Mitula shareholders will receive cash of up to A$16,000 (US$11,800) per shareholder, and will receive LIFULL shares for any holding in excess of this, or if they would prefer to not receive cash.

“This is the first time that a company is offering Tokyo Stock Exchange-listed shares as consideration for an Australian-listed company,” said Richard Lustig, Baker McKenzie’s lead Australian partner for LIFULL and head of M&A in Australia.

“The entitlement of Mitula shareholders to receive cash of up to A$16,000 each provides an alternative mechanism for small to medium-sized shareholders to realise their investment in cash, should they so wish, and is also a special feature of the transaction.”

Baker lawyers working on the transaction comprised: Akifusa Takada (Japan partner), Tetsuo Tsujimoto (Japan partner), Richard Lustig (Melbourne partner), Enrique Valera (Madrid partner), Alberto Escudero (Madrid partner), Caroline Tait (Melbourne special counsel), Kosuke Yatabe (Tokyo senior associate), Seiji Tomimoto (Tokyo senior associate), Carlos Jimenez de Laiglesia (Madrid senior associate), Claudia Fernandez (Madrid associate), Robert Gough (Melbourne associate), Alex Hewitt (Melbourne graduate lawyer) and Lucinda Atkinson (Melbourne associate).

Japan partner Akifusa Takada said: “We are greatly honoured to have been able to support LIFULL on this very meaningful deal that contributes to the further expansion of their business. This is an excellent example of success thanks to the Baker McKenzie’s global network and the collaboration by the lawyers in Japan, Australia and Spain (where the parties each have operations).”