Structures for major shareholder engagement in takeovers

Dealing with the needs and objectives of major shareholders, including where there are competing bidders, has resulted in a variety of imaginative and, in some cases, complex change of control structures being employed to get transactions over the line.

Structures have previously been implemented to facilitate a variety of different imperatives, such as:

• neutralising a significant hostile shareholder who may be a competing bidder (for example, Huon Aquaculture);
  
  
• providing an optimal exit structure for the exit of an existing major shareholder (for example, Carsome Group's takeover of iCar, Coca-Cola European Partners' takeover of Coca-Cola Amatil); and
  
  
• allowing management or major shareholders to rollover and maintain their investment to take the business forward in an unlisted vehicle (for example, Village Roadshow).