Deal Maker of the Year Awards 2012 WINNER - AUSTRALIA

DEAL: GrainCorp buys and combines Goodman Fielder's Integro Foods and Gardner Smith

NAME: John Williamson-Noble COMPANY: Gilbert + Tobin POSITION: Partner TEL: +61 2 9263 4030 EMAIL: jwilliamson-noble@gtlaw.com.au

BIO:

John is a partner in Gilbert + Tobin’s Corporate Advisory group and has been with the firm since 1995.

John has advised on many of Australia's high profile transactions. He has been recognised as a leading lawyer in capital markets, mergers and acquisitions, corporate governance and private equity in a range of industry guides. He has advised on transactions which were, at the time: • Australia’s largest merger - the $47 billion merger of Westpac and St. George Bank;

• Australia’s largest private equity deal - KKR’s acquisition of Brambles Australia;

• Australia’s largest float - the IPO of Qantas;

He regularly advises on mergers and acquisition transactions, private equity deals and capital markets issues. He also regularly advises on corporate governance issues.

His recent transactions include: • Hastings on the $2.3 billion Sydney desalination plant lease/sale;

• UTA on the $1.25 billion HDUF bid; • Crescent Capital on its hostile takeover of ClearView Wealth;

• GrainCorp on the $2.7 billion approach by Archer Daniels Midland.

His practice also extends to capital markets work. At Gilbert + Tobin he has acted on over 30 IPOs and capital raisings for companies and managed funds with a value of over $5 billion.

John has also advised a number of private equity funds ranging from KKR, who he advised on the Brambles Australia acquisition, the Cleanaway sale and the RAMS bid to a number of domestic funds and management teams.

John was listed in IFLR 1000 2012 edition as a leading lawyer in the area of mergers and acquisitions. In 2011 John was listed in Best Lawyers as a leading lawyer in Equity Capital Markets, Financial Institutions, Leveraged Buyouts and Private Equity.

THE AUSTRALIAN M&A MARKET

The energy and resources sector represents a large part of the Australian M&A market. In 2011, energy and resources M&A represented 53% by number and 59% by transaction value of total Australian public M&A deals. Asian bidder interest in this sector also remains strong.

While energy and resources deals are commonly centred on coal, iron ore and gold assets, deals relating to liquefied natural gas and coal seam gas have also been significant. Apart from pure resources M&A, the mining services industry has also been in focus with recent high-profile deals. Whether the energy and resources sector will continue as strongly remains to be seen, with some industry and other commentators claiming the resources boom is over. Certainly, prices for some commodities are down and, accordingly, share prices for many resources stocks have been under pressure.

Infrastructure opportunities abound. The infrastructure sector has also seen significant M&A activity over the past 12 months. The relatively safe long-term returns from regulated infrastructure investments – such as gas and electricity transmission lines, toll roads and other similar investments – are attractive to investment

funds, particularly

superannuation and pension funds with their long-term investment horizon. The willingness of super funds to invest directly in infrastructure assets could result in an increase in M&A competition and liquidity in this asset class.

Joint bids are increasingly prevalent. A key trend to emerge over the last 18 months has been the announcement and execution of a number of joint bids. Given the current market difficulties in completing deals, and

the Australian Competition and Consumer Commission’s approach to mergers in certain sectors, the joint-bid structure is proving advantageous, since it spreads acquisition costs and lowers regulatory risk. Moreover, teaming up with an existing shareholder in the target can be an excellent technique for unlocking a difficult target share register.

Some of the most significant public market M&A deals in the last 12 months were led by financial sponsors who continue to provide liquidity and tension for most sale processes in the Australian market. In Australia’s private equity industry, public-to-private transactions have historically been more difficult to execute than private acquisitions. However, the last 12 months saw CHAMP Private Equity acquire two public companies through schemes of arrangement; Crescent Capital launch a hostile bid; and Pacific Equity Partners acquire Spotless Group after a very public tussle with its board.

Distressed funds are increasingly active and are changing the outcomes for over- leveraged companies. Oaktree, Apollo and Sankaty are not names universally recognised among Australia’s investment community. However, no doubt they soon will be. As players in all of Australia’s key distressed debt situations, these funds are changing the way over-leveraged businesses are restructured; buying debt on a ‘loan- to-own’ basis and avoiding receivership in favour of schemes of arrangement.

Finally, foreign bidders remain very important. Despite the high Australian dol- lar, Australia remains an attractive destina- tion for foreign investors. In 2011, there was a record A$65 billion in inbound foreign in- vestment into Australia.