Tuesday 23 March 2010
Middletons advises Mitre 10 on a landmark deal to secure a $55 million
investment
Middletons advised Mitre 10 Australia Ltd on two schemes of arrangement under which Metcash effectively acquired
50.1% of the combined Mitre 10 group. The capital injection was overwhelmingly endorsed by shareholders to
strengthen Mitre 10's balance sheet, enabling the company to move forward with a strong and experienced partner in
Metcash.
Mitre 10 Chief Executive Mark Burrowes said "It is no secret that our competitive landscape has become a whole lot
tougher in the last 12 months and this landmark deal will give Mitre 10 the firepower to successfully compete against
two big box retailers."
In putting the deal together, Middletons' partner, Jol Rogers commented, "the transaction was structured with some
unusual features, whereby Metcash initially acquires a controlling stake then has a right to move to 100% ownership
after two or three years. The former Mitre 10 shareholders can call for a trade sale or IPO exit if Metcash does not
move to 100% control. The deal borrows features from the private equity space."
Mr Rogers went on to say, "…the deal was be completed in a relatively short space of time with some unique
challenges given the complexity of the Mitre 10 business."
Mitre 10’s General Manager Corporate Services, Chris Lloyd, said of Middleton’s contribution, “this transaction was
set against highly aggressive time lines. It was never going to be easy to get this over the line on time. The successful
and timely completion of this transaction is in no small part due to the creativity that the Middletons team brought to it
and their tireless commitment. They are a pleasure to work with and we took great comfort from their sage counsel".
Mr Burrowes is confident that the partnership with Metcash can deliver substantial gains for Mitre 10 when it brings its
supply chain, marketing and merchandising expertise to the table. "Metcash has significant experience in highly
developed marketplaces and has been hugely successful against two larger players, so we view this arrangement as
strategically important to our long term success", Mr Burrowes said.
According to Mr Rogers the inter-conditional schemes of arrangement were adopted by the two parties was "executed
efficiently based on a clear understanding of what would ultimately benefit Mitre 10 and its shareholders in the long
term."
Mr Rogers led the transaction and was assisted by Middletons' partner Andrew Mansour and lawyer Zoe Towell.
Senior associate Stephen Hume assisted with the litigation aspects of the transaction.
About Middletons
In the modern commercial world, standing still is not an option.
Middletons is a full service Australian commercial law firm. Our clients are serviced by over 500 employees, including
300 legal advisers, from our offices in Melbourne, Perth and Sydney.
We have extensive experience acting for industry leaders, major corporations and government on groundbreaking
legal transactions in Australia and internationally. Our commercial expertise and knowledge in specific industries
ensures we add value to our clients’ businesses.
The Middletons’ approach is refreshingly different. We don't confuse clients with lots of legal speak – we are straight
talking.
Further information
Jeremy Hyman
Media and Communications Manager
T: +612 9513 2451
F: +612 9513 2399
M: +614 49 953 890
E: jeremy.hyman@middletons.com
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