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REPRESENTATIVE EXPERIENCE

Andrew Gaffney

Advising on contested takeovers including Ausmelt Ltd takeover by Outotec Oyj (including contested bids by two other parties), Rivkin Financial Services Ltd (including takeover panel hearings and Supreme Court injunction) and JDV Limited (successful contested takeover).
Advised PayGroup Limited (PayGroup, the Group), a trusted provider of Multi-Country Payroll and Human Resource Outsourcing Solutions, on its Initial Public Offering (IPO) to raise between $5.5 million and $8.5 million.

Acted for QSR International Pty Ltd in the sale of its Australian based technology business to a U.S. based specialised technology private equity firm.

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 other capital raisings 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 Alliance Resources Ltd, Alpha Technologies Ltd, Ausmelt Ltd, Benitec Biopharma Ltd, Capitol Health Ltd, Calzada Ltd, Genetic Technologies Ltd, Genepharm Australasia Ltd, IDT Ltd, Immuron Ltd, MPI Mines Ltd, Nexvet Ltd, OncoSil Ltd, Prima Biomed Ltd, Programmed Maintenance Services Ltd, Redflex Holdings Ltd, Structural Systems Ltd, Total Face Group Ltd, Verva Ltd, Zenome Ltd.

Acted in a capital raising for Wattle Health Australia Limited (WHA) of AUD74 million consisting of a non-renounceable retail entitlement offer of AUD33.9 million, a AUD20 million private placement to institutional investors, and a debt facility of AU$20 million.
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 compliance advice for a number of ASX listed companies and underwriters on corporate governance, various capital raisings, employee share plans, takeovers/schemes of arrangement and mergers.

Advising on IPO and ASX Listings of Adherium Ltd, AirXpanders Inc, Allomak Ltd, Cordlife Group Limited (on Singapore SGX), Cygenics Ltd, DWS Advanced Business Solutions Ltd; DorsaVi Ltd, EvoGenix Ltd, Genetic Technologies Ltd (NASDAQ ADR listing), iCeutica Inc, Mesoblast Ltd, MicroX Ltd, Money3 Ltd, Octagonal Resources Ltd, Osprey Medical Inc, Paradigm Biopharmaceuticals Ltd, Patrys Ltd, PayGroup Ltd, Prima BioMed Ltd (NASDAQ ADR), Prime Financial Group Ltd, SelfWealth Ltd, Sienna Cancer Diagnostics Ltd; 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.

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 tender compliance including a Victorian Government Authority in its establishing tender terms, probity protocols and contracting arrangements for large capital infrastructure works.

Advising on private equity acquisitions including AUD100 million acquisition by a listed company of businesses in China and the U.S. with a capital raising of AUD30 million, management buy out of Jarvis Walker; Programmed Maintenance Services Ltd on its acquisition of various assets in Australian; and a New Zealand facilities management company.
Advising on friendly takeovers including Arana Therapeutics Ltd takeover by Cephalon International Inc (AUD340 million), Findlay Securities Ltd takeover of Aequs Capital Ltd, ABC Learning Centres Ltd takeover of FutureOne Ltd; Deakin Financial Services Ltd takeover of the AustChoice Financial Group.
Advising on schemes of arrangement including EvoGenix Peptech Scheme of Arrangement (AUD500 million), IWL Ltd scheme with Commonwealth Bank Ltd (AUD400 million), Coles Myer/Wesfarmers scheme (advising banking consortium), the 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), Keycorp Limited scheme of arrangement with private equity group Archer Capital, the acquisition of Silver Top Taxis by way of a scheme of arrangement.
Acting for IWL Ltd in its off-market regulated takeover offers for JDV Limited (successful contested takeover).
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