Prudence Smith

Experiência

Intelligent Monitoring Group acquires KOBEJones Day advised Intelligent Monitoring Group in the acquisition of the entire issued share capital of KOBE Pty Ltd from KOBE Group Holdings Pty Ltd.

Orano and XTC New Energy create two JVs dedicated to production of batteries for electric vehiclesJones Day advised Orano in the context of the setting-up of two joint-ventures dedicated to the production of critical materials for batteries for electric vehicles, together with Chinese group XTC New Energy.

Corpay acquires GPS Capital MarketsJones Day advised Corpay, Inc. in the acquisition of GPS Capital Markets, LLC and its subsidiaries, a group that provides business-to-business cross-border and treasury management solutions, in Corpay’s third largest deal ever.

Peabody acquires Tier 1 Australian metallurgical coal assets from Anglo AmericanJones Day is advising Peabody in the pending acquisition of significant Tier 1 Australian Metallurgical coal assets from Anglo American plc for a cash consideration of up to US$3.775 billion.

Riverside sells Energy Exemplar to Blackstone and Vista Equity PartnersJones Day advised investment funds affiliated with Riverside's Australia Fund in connection with the sale of its Energy Exemplar platform to a newly formed acquisition vehicle jointly controlled by investment funds affiliated with Blackstone and Vista Equity Partners.

IMCD acquires ResChem Technologies Australia and New ZealandJones Day advised IMCD N.V., a global leading distribution partner and formulator of specialty chemicals and ingredients, in relation to the acquisition of ResChem Technologies Australia and New Zealand (ResChem).

WEG acquires industrial electric motors and generators business from Regal Rexnord CorporationJones Day advised WEG S.A. in the $400 million acquisition of the industrial electric motors and generators business of Regal Rexnord Corporation.

Chevron acquires 25 fuel retailing sites in South AustraliaJones Day advised Chevron on its agreement to acquire 25 fuel retailing sites in South Australia from Viva Energy.

Westpac Banking acquires HealthPointJones Day advised Westpac Banking Corporation in the acquisition of HealthPoint, an electronic health claims processing business.

SingTel sells Trustwave to The Chertoff GroupJones Day represented Singapore Telecommunications Limited, southeast Asia’s largest telecommunications company, in the sale of Trustwave, a cyber security and managed security services business, to funds affiliated with The Chertoff Group for $205 million. In connection with the sale of Trustwave, Jones Day represented SingTel, as lender, in connection with a unique $195 million senior secured term loan and $40 million unsecured multiple draw term loan facility provided to Trustwave.

Consilio acquires Lawyers on Demand and SYKEJones Day advised Consilio, Inc. in the acquisition of Lawyers On Demand (LOD), a provider of legal resourcing and SYKE, a legal technology consultancy from Bowmark Capital.

TotalEnergies fully acquires Total Eren after a successful strategic alliance of five yearsJones Day acted as Antitrust counsel to TotalEnergies in its buyout of Total Eren's other shareholders, increasing its stake from close to 30% to 100% after a successful strategic alliance of five years.

Affinity Partners leads €207 million Series F financing of EGYMJones Day represented Affinity Partners in its acquisition of an interest in EGYM, a global fitness technology and corporate health innovation leader, in a Series F financing of €107 million, with an additional €100 million available for future investments.

UPL sells stake in Advanta Enterprises to KKRJones Day advised UPL Limited in its $300 million sale of a 13.33% stake in its subsidiary, Advanta Enterprises Limited, to KKR.

Apollo merges with THLJones Day served as antitrust and regulatory counsel in the sale of Apollo Tourism & Leisure Limited ("Apollo") to Tourism Holdings Limited ("THL") through a scheme of arrangement in relation to antitrust and regulatory clearances in Australia and New Zealand.

Celgene makes joint application to ACCC for statutory immunity with generic suppliersJones Day advised Celgene Corporation and Celgene Pty Limited on a joint application with two generic suppliers, Juno Pharmaceuticals and Natco Pharma, to the Australian Competition and Consumer Commission ("ACCC") for statutory immunity.

Hornblower Group acquires Journey BeyondJones Day advised Hornblower Group, Inc. in its acquisition of Australia's leading experiential travel group, Journey Beyond.

Sedgwick acquires Direct Health Solutions in AustraliaJones Day advised Sedgwick, a leading global provider of technology-enabled risk, benefits and integrated business solutions, in its acquisition of Direct Health Solutions (DHS), a leading specialist provider of employer-based telehealth solutions in Australia, which helps companies manage employee leave and absence.

Merger of Grab Holdings with a SPAC controlled by Altimeter CapitalJones Day advised a major investor in Grab Holdings Inc. in connection with the potential merger of Grab with a SPAC controlled by Altimeter Capital Management LP.

The Duchossois Group sells The Chamberlain Group LLC to BlackstoneJones Day advised The Duchossois Group, Inc. in the sale of The Chamberlain Group LLC, a global leader in smart access solutions, to private equity funds managed by Blackstone.

The following represents experience in significant matters in the public domain acquired prior to joining Jones Day.

All matters were considered under either the Trade Practices Act 1974 (Cth) or the Competition and Consumer Act 2010 (Cth) as appropriate and all references to sections or parts are contained within these Acts.

Media and entertainment

Advised the ACCC in relation to the 2013 acquisition of shares in Consolidated Media Holdings by Seven Group Holdings. The acquisition was opposed by the ACCC and was considered in the context of free to air television.

Advised the ACCC in relation to the 2012 acquisition of Austar by Foxtel. The acquisition was allowed to proceed following the acceptance of section 87B undertakings. The areas for consideration in this transaction were in relation to cable television, acquiring content, broadband, and voice telephone products.

Advised the ACCC in relation to the 2011 proposed joint venture between Universal Studios International and Sony Pictures Home Entertainment in relation to the distribution of home entertainment product such as DVDs.

Transport. logistics, and infrastructure

Advised the ACCC in relation to the International Air Cargo Cartel litigation before the Federal Court of Australia. In Australia, the ACCC pursued 15 local, European, and Asian based airlines for price fixing in the Australian air cargo market. The Federal Court ordered total penalties in Australia of almost $100 million from 13 airlines. A judgment against two other airlines is outstanding.

Advised the ACCC in relation to the 2011 application by Qantas Airways and American Airlines for authorization of a Joint Business Agreement.

Advised the ACCC in relation to the 2010 application for authorisation by Virgin Blue and Air New Zealand of an alliance in relation to passenger services between Australia and New Zealand. The authorization was granted subject to conditions.

Advised the ACCC in relation to the 2009 application for authorisation in relation to a joint venture between Virgin Blue, Delta, and other related airlines on trans-Pacific routes.

Technology

Advised the ACCC in relation to the 2011 application by NBN Co Limited (NBN Co) for authorization for particular provisions of an agreement between itself and SingTel Optus Pty Ltd and other Optus entities (Optus) to migrate Optus' hybrid fiber coaxial cable (HFC) subscribers to the national broadband network (NBN).

Manufacturing

Advised the ACCC in relation to a 2007 proposed joint venture between Onesteel and Smorgon Steel for the joint production of pipe and rectangular hollow section.

Advised the ACCC in relation to the 2007 acquisition of Smorgon Steel Group Limited by OneSteel Limited. The acquisition was allowed to proceed following the ACCC’s acceptance of section 87B undertakings. This matter considered competition in respect of certain manufactured steel products, scrap metal processing, and the supply of steel product to grinding media manufacturers and mining companies.

Retail

Advised the ACCC in relation to its 2012/3 investigation under Part IV of shopper docket petrol discount practices of both Woolworths and Coles.

Advised the ACCC in relation to the 2010 proposal to acquire Interfrank (Franklins) by Metcash. The matter was opposed by the ACCC. Upon the advice by Metcash that it intended to proceed with the proposed acquisition, the ACCC filed the matter in the Federal Court – ACCC v Metcash Trading Limited [2011] FCA 967. The matter was also heard by the Full Federal Court in 2011 ACCC v Metcash Trading Limited (2011) FCR 297.

Advised the ACCC in relation to the revocation of an exclusive dealing notification by Nestle Australia Limited and the application by Nestle for review of the ACCC’s decision to the Australian Competition Tribunal in relation to Nescafe coffee imported and sold by Aldi in its supermarkets.

Consumer products

Advised the ACCC in relation to the 2009 proposed merger of Vodafone and Hutchison 3G in certain retail and wholesale telephony markets.

Advised the ACCC in relation to the 2006 proposed acquisition of Wattyl by Barloworld. The proposed acquisition was opposed by the ACCC and abandoned by the parties.

Health care

Advised the ACCC in relation to the 2013 proposed acquisition of Sigma Pharmaceuticals by Aspen Pharmacare. The acquisition was allowed to proceed following the ACCC’s acceptance of section 87B undertakings. The areas of assessment in this matter included the provision of certain pharmaceutical products.

Advised the ACCC in relation to the 2012 proposed acquisition of certain pathology businesses of Healthscope Limited by Sonic Healthcare. The acquisition was allowed to proceed following the ACCC’s acceptance of section 87B undertakings. The areas of assessment in this matter included the provision of pathology services in various geographic markets.

Advised the ACCC in relation to the 2010 application for authorization by the Generic Medicines Industry Association of their code of practice. Authorization was granted on the basis of conditions.

Advised the ACCC in relation to the 2004 proposal to acquire DCA’s radiology business by MIA. The ACCC accepted both structural and behavioral undertakings before permitting the proposal to proceed. The areas of assessment focused on various radiology or imaging services in Adelaide and areas in the Barossa.

Advised the ACCC in relation to the 2003 acquisition of NRMA Health by MBF. The area of assessment was in respect of private health insurance.

Safety compliance

Advised in respect of a failure to comply with a mandatory safety standard in relation to child car safety restraints, and oversaw ministerial recall.

Advised and conducted litigation before the Federal Court (ACCC v MHG Plastics Industries Pty Limited [1999] FCA 788) and Full Federal Court (MHG Plastic Industries Pty Limited v ACCC [2000] FCA 1069) in 1999 in respect of a failure to comply with a mandatory safety code in relation to motorcycle helmets by MHG Australia.

Mining

Advised the ACCC in relation to the 2010 proposed joint venture between Rio Tinto by BHP Billiton. The matter did not proceed and was considered in the context of various forms of iron ore including lump and fines.

Advised the ACCC in relation to the 2008 proposed acquisition of Rio Tinto by BHP Billiton. The matter did not proceed and was considered in the context of various forms of iron ore including lump and fines.