12 October 2011
Clifford Chance advises US energy manufacturer on multi-country acquisition of ASX-listed company
Clifford Chance has advised MacLean Group on its purchase of the business and operations of ASX-listed Dulhunty Power International Limited (ASX: DUL).
The firm's Sydney office led a team of Clifford Chance lawyers working in five countries – Australia, China, Malaysia, Thailand and the US – to close the deal simultaneously.
The MacLean Group is the market-leading manufacturer of products for electric utility and unique devices for the transmission and distribution of power. It is based in South Carolina, with operations throughout the US and a presence in Canada, France and China.
Dulhunty Power manufactures and supplies electricity transmission and distribution products, and has manufacturing plants in Australia, China, Malaysia and Thailand and sales offices in the United States and New Zealand.
In addition to the cross-border aspects of the deal, there was added complexity, as Dulhunty foreshadowed that it would distribute the sale proceeds to its shareholders. "MacLean could have been in a position of having typical warranty and indemnity protection should a claim ever arise but against a company of little substance," said partner Lance Sacks, who led the Clifford Chance team advising Maclean.
"To deal with this, we arranged a buy-side M&A warranty and indemnity insurance policy from a leading international insurance provider of an amount up to the purchase price. It was Clifford Chance's ability to carry out due diligence on the sale entities across each of these jurisdictions that ultimately allowed the insurer to be comfortable with issuing a multi-country policy."
Lance was assisted by senior associate Amelia Horvath and associate Jon Turnham in Sydney, and by Clifford Chance teams in New York, Beijing, Bangkok and Singapore.