BG&E operates a leading Australian multinational engineering consultancy business specialising in civil and structural engineering. It operates across Australia, New Zealand, Southeast Asia, the United Kingdom, and the Middle East, with expertise in bridges, rail, civil and construction engineering, flood management, and geotechnical services.
This marks MinterEllison's fourth major transaction advising Systra in the past three years. The transaction is also Systra's largest Australian acquisition to date and significantly expands its presence in the Australian infrastructure and engineering market, aligning with its global growth strategy.
MinterEllison advised on all Australian aspects of the transaction, including legal due diligence during the competitive sale process and a subsequent exclusive due diligence period, FIRB approval, drafting and negotiation of the scheme implementation agreement (SIA), scheme, deed poll, W&I deed, W&I insurance policy, and all other transaction documents.
This transaction structure reflects a bespoke amalgamation of private and public M&A concepts, tailored to reflect the unique structure and circumstances of the deal. By utilising a scheme of arrangement-a mechanism typically associated with public company takeovers-while acquiring an unlisted public company and at the same time embed elements commonly found in private M&A transactions, the parties were able to accommodate the specific needs and objectives of both Systra and BG&E within the regulated framework.
The MinterEllison team was led by Matthew Hibbins (Partner), Keith Tan (Special Counsel) and Nick Diakoumis (Special Counsel), with support from a wider team across M&A / Capital Markets, Tax, FIRB, Finance, Litigation & Insolvency, IP, Environment & Planning, Competition & Regulatory, and Technology. MinterEllison UK supported on UK due diligence and related matters, while MinterEllisonRuddWatts supported on New Zealand aspects.
Matthew Hibbins, Partner at MinterEllison, comments: "We're proud to have supported Systra on its largest Australian acquisition to date. This transaction not only reinforces Systra's commitment to the region, but also reflects the growing global appetite for infrastructure investment in Australia. Our multi-disciplinary team advised on all Australian aspects of the deal, supported by our international colleagues in the UK and New Zealand. Together, we navigated a competitive sale process and complex structuring to deliver a successful outcome that positions Systra for long-term growth and operational scale."
