Ashurst advises Woolworths on A$12 billion demerger of Endeavour Group

Global law firm Ashurst has advised Woolworths Group Limited (Woolworths) on the proposed A$12 billion demerger of Endeavour Group to create two leading independent ASX-listed companies, Woolworths and Endeavour, in what will be the fourth largest demerger in Australia’s corporate history.

The proposed demerger is the final step in a process which began in 2019 with Ashurst advising Woolworths in relation to its restructure to create Endeavour Group through a market-leading and innovative restructure scheme of arrangement which was approved by Woolworths shareholders in late 2019. The restructure was completed in 2020, but due to COVID-19, the proposed demerger was postponed until 2021.

The proposal will create two independent and leading ASX-listed companies expected to be in the ASX 20 (Woolworths) and ASX 50 (Endeavour). Woolworths will continue to be Australia and New Zealand’s leading food and everyday needs business, while Endeavour will continue as Australia’s largest retail drinks and hospitality business, operating Dan Murphy’s, BWS, Cellarmasters and Langton’s, together with leading hospitality business ALH Group.

Upon completion of the demerger, Woolworths shareholders will directly own approximately 70.8% of Endeavour, while Woolworths and its long-term joint venture partner, BMG, will each retain a 14.6% interest. The demerger is expected to be the largest Australian capital markets transaction since late 2018 and will also be the fourth largest demerger undertaken in Australia.

Ashurst advised Woolworths on all aspects of the demerger, including corporate, tax, competition, JV matters, IT, property and employment advice.

Partner Phil Breden commented:

“We are delighted to have assisted Woolworths in the final step of the Endeavour Group transformation which if approved by Woolworths shareholders will result in two independent and leading ASX-listed companies. From the time that the Endeavour restructure commenced in 2019 it has been a privilege to work with the outstanding Woolworths team on this transformational transaction.”

The Ashurst team was led by partners Phil Breden and Andrew Kim, with assistance from a large number of partners and team members across the firm’s practice groups, including M&A/Corporate, Tax, Employment, Competition, Projects, Real Estate, Intellectual Property, Banking & Finance, Digital Economy, Dispute Resolution and Ashurst Advance.

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