Downstream acquisition made easier | Practical Law

Downstream acquisition made easier | Practical Law

Downstream acquisition made easier

Downstream acquisition made easier

Practical Law UK Legal Update 6-101-4423 (Approx. 2 pages)

Downstream acquisition made easier

Published on 05 Apr 2001Australia
The Australian Securities andInvestments Commission (ASIC) has approved certain overseas stockexchanges as "safe harbours" from Australian takeover laws. Thereare 14 safe harbour exchanges, including major exchanges such asLondon, New York, Hong Kong, Tokyo and Frankfurt. Previously, theacquisition of shares in a foreign company which itself ownedshares in an Australian company could have been considered as anindirect takeover of the Australian company, leading to the needfor a separate takeover bid in Australia or special permissionfrom ASIC. The effect of the approval is that the acquisition ofshares in a foreign company listed on these exchanges and whichitself owns shares in an Australian company will not breach thetakeover provisions of the Corporations Law. The approval willlast for six months and then be reviewed. Both ASIC and theCorporations and Securities (Takeovers) Panel will, however,monitor downstream acquisitions on these exchanges, and mayintervene where either:
  • The shares in the downstream company comprise a substantialpart of the assets of the upstream body corporate (in mostcircumstances, over 50%).
  • Control of the downstream company is a main purpose of theupstream acquisition.
Source: Securities and Investments Commission InformationRelease, http://www.asic.gov.au/pdf/ir01-03.pdf ClaytonUtz