Headquartered in Sao Paulo, JBS S.A. is a leading global food company. JBS Australia is Australia’s largest meat and food processing company, with a diversified product portfolio including fresh and frozen meats. It exports its products to more than 50 countries.
Huon was an ASX-listed aquaculture business, with production and processing facilities for Huon salmon and Huon ocean trout. Founded in 1986, it is now one of the largest salmon producers in Tasmania.
The transaction was implemented on 17 November 2021. This followed JBS and Huon’s entry into a binding scheme implementation deed on 6 August 2021. This was after Huon’s strategic review and subsequent competitive bid process in which JBS was named preferred bidder.
MinterEllison advised JBS on all legal aspects of the acquisition, including devising a unique and novel strategy to provide greater certainty to Huon shareholders that they could receive the offer consideration of $3.85 per share from JBS. This included launching a recommended off-market takeover bid in parallel to the existing two alternate scheme of arrangement acquisition structures already proposed.
The MinterEllison team also advised JBS on the entry into a pre-bid acceptance agreement with Huon’s Managing Director and major shareholder Peter Bender in respect of his 19.99% of the shares. The team also advised on a private treaty share sale agreement to acquire 40% of the shares in Huon through the acquisition of all of the shares in Mr Bender’s holding company Surveyors Investments Pty Ltd. The remaining 60% of the shares in Huon were purchased under the scheme.
Huon shareholders voted overwhelmingly in favour of the scheme on 29 October 2021. The Federal Court of Australia approved the scheme on 3 November 2021, meaning that the takeover bid did not need to proceed.
This is the second JBS transaction MinterEllison has advised on in recent months, with the Firm also acting on its proposed $175 million acquisition of Australian pork producer Rivalea.
MinterEllison lead Partner, Michael Scarf, said the Firm was proud to again have the opportunity to support JBS in their growth ambitions.
“We’re very pleased to have been entrusted with the opportunity to work with JBS on this transformational transaction, which will see them enter the aquaculture industry – a new, sustainable growth platform for their business.”
“This transaction reflects the continuing demand for high quality Australian produce, and strong investor interest in the local agribusiness sector,” added Partner Ron Forster.
The MinterEllison team was led by Michael Scarf (Partner), with support from Ron Forster (Partner), Dean Zinn (Associate) and Hannah Stilin (Lawyer).
Specialist assistance was also provided by:
- FIRB: Mellissa Lai (Partner), Ingrid Zhang (Senior Associate) and Annabel Green (Lawyer)
- Environment and Planning: Tim Hanmore (Partner) Tegun Middleton (Senior Associate) and Tana Dryden-Strong (Graduate)
- Employment: Gordon Williams (Partner) and Astrid Battaglia (Senior Associate)
- Real Estate: Andrew Wright (Special Counsel) and Isabella Rosandic (Lawyer)