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Andrew Gaffney

Partner
+61.3.9640.4329
Fax +61.3.9205.2055

Mr. Gaffney has extensive experience in advising corporate clients on capital markets including initial public offerings (IPOs) on the Australian Securities Exchange (ASX), other capital raisings for listed companies and takeovers/mergers. He also advises on private equity transactions for unlisted companies (including mergers and acquisitions, private capital raisings, venture and seed capital, other hybrid security arrangements and shareholder agreements), as well as compliance and regulatory issues under the Australian Corporations Act and ASX Listing Rules.

He has a practical knowledge of international and local considerations in international cross border transactions having also practiced law in London for a number of years. In his practice Mr. Gaffney advises many clients in the technology and life sciences sectors (including start up and established technology / biotechnology companies).

Mr. Gaffney's qualifications as an accountant complement his depth of experience in a wide range of large commercial transactions for private equity investors and also in the public equity markets. This allows him to work closely with equity capital markets clients and help shape their strategic plans for growth and success.

Speaking Engagements

  • "Takeover strategies" presented at Bioshares Summit 2010 and 2012
  • "Takeovers in biotechnology" presented at AusBiotech National Conference 2010

Additional Information

Publications
  • "New Draft ASX Listing Rule Guidance Note on Continuous Disclosure" CCH Australian Corporate, Company and Securities Law Tracker, October 12, 2012
  • "Cross Border Capital Raisings" Bioshares, August 26, 2011
Equity Capital Markets
  • Advising on IPO and ASX Listings of Adherium Ltd, AirXpanders Inc, Allomak Ltd, Ascend Biopharma Ltd, CyGenics Ltd, Cordlife Group Limited (on Singapore SGX), DWS Advanced Business Solutions Ltd, DorsaVi Ltd, EvoGenix Ltd, Genetic Technologies Ltd (NASDAQ ADR listing), iCeutica Inc, Mesoblast Ltd, Micro-X Ltd, Money3 Ltd, Octagonal Resources Ltd, Osprey Medical Inc, Paradigm BioPharmaceuticals Ltd, Patrys Ltd, PayGroup Ltd, Prime Financial Group Ltd, Relevare Ltd, SelfWealth Ltd, Sienna Cancer Diagnostics Ltd, Simavita Ltd (dual TSX-V and ASX listing), TSV Holdings Ltd and Wattle Health Australia Ltd.
  • Advising on tandem IPO/trade sale of a major trans-Tasman (Australia/New Zealand) business for approximately AUD900 million.
  • Acting in the sale of interests in an Australian medical based diagnostic pathology business (including complex option arrangements with a listed Malaysian entity, restructuring, funding and the introduction of a third party equity provider).
  • Advising on equity and licensing including acting for Mesoblast Ltd in one of the largest phase two stage biotech deals ever completed, with initial upfront and equity payments of approximately US$350 million and milestone payments of up to US$1.7 billion. As part of the licensing transaction Mesoblast granted Cephalon Inc exclusive rights to commercialise specified cardiac, central nervous disorder and oncology products.
  • Advising on other capital raisings in multiple jurisdictions by numerous listed and private companies (by way of entitlement/rights issues, convertible notes, convertible bonds, private placements, options, preference shares, share top up plans) including Avita Medical Ltd, Alliance Resources Ltd, Alpha Technologies Ltd, Ausmelt Ltd, Benitec Biopharma Ltd, Calzada Ltd, Genetic Technologies Ltd, Genepharm Australasia Ltd, IDT Ltd, Immuron Ltd, Nexvet Ltd, OncoSil Ltd, Prima Biomed Ltd, Programmed Maintenance Services Ltd, Structural Systems Ltd, Redflex Holdings Ltd, MPI Mines Ltd, Verva Ltd, Wattle Health Australia Ltd; Zenome Ltd.
Takeovers
  • Advising on contested takeovers including Ausmelt Ltd takeover by Outotec Oyj (including contested bids by two other parties).
  • Advising on the contested takeover proposal by Rivkin Financial Services Ltd (including takeover panel hearings and Supreme Court injunction).
  • Acting for IWL Ltd in its off-market regulated takeover offers for JDV Limited (successful contested takeover).
  • Advising on takeover of Arana Therapeutics Ltd takeover by Cephalon International Inc (AUD340 million).
  • Advising on takeover of Findlay Securities Ltd takeover of Aequs Capital Ltd.
  • Advising on takeover of ABC Learning Centres Ltd takeover of FutureOne Ltd.;
  • Acting for Deakin Financial Services Ltd takeover of the AustChoice Financial Group.
Schemes of Arrangement
  • Advising on schemes of arrangement for EvoGenix Peptech Scheme of Arrangement (AUD500 million).
  • Advising on schemes of arrangement for IWL Ltd scheme with Commonwealth Bank Ltd (AUD400 million).
  • Advising on schemes of arrangement for Coles Myer/Wesfarmers scheme (advising banking consortium).
  • Advising on proposed merger by way of scheme of arrangement by IWL/IRESS Market Technology Ltd (with the anticipated merged entity to have a capitalisation in excess of AUD300 million). 
  • Acting on the acquisition of leading health care company Simavita Holdings Ltd by way of a regulated scheme of arrangement, together with a contemporaneous capital raising by Simavita. Following the completion of the merger, the newly combined group undertook a CHESS Depositary Interest (CDI) IPO listing on the ASX - to establish a dual listing on the TSX Venture Exchange (a Canadian stock exchange) and the ASX.
  • Advising on Keycorp Limited scheme of arrangement with private equity group Archer Capital.
  • Advising on schemes of arrangement for the acquisition of Victorian business "Silver Top Taxis".
Private Equity
  • Advising on private equity acquisitions including a AUD100 million acquisition by a listed company of businesses in China and the U.S. with a capital raising of AUD30 million.
  • Acting in the management buy out of Jarvis Walker.
  • Acting for Programmed Maintenance Services Ltd on its acquisition of various assets in Australian and a New Zealand facilities management company.
  • Acting in the sale of QSR Ltd to a US private equity group.
Restructurings
  • Advising on restructures including acting for a 'company doctor' in the restructuring of two industrial conglomerates listed on the London Stock Exchange (including restructuring of debt finance and mezzanine equity); acting in the demerger by the Australian listed company Cordlife Limited by way of capital reduction and subsequent Singapore listing (SGX) of its demerged entity Cordlife Pte Ltd.
  • Advising on corporatisation and subsequent sale of the technology arm of a Victorian Government utility.
Corporate Governance & Compliance
  • Advising on tender compliance including a Victorian Government Authority in its establishing tender terms, probity protocols and contracting arrangements for large capital infrastructure works.
  • Advising on compliance advice for a number of ASX listed companies and underwriters on various capital raisings, corporate governance policies, trading policies, employee share plans, takeovers/schemes of arrangement and mergers.