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Corporate finance deals

Independent Expert services in relation to the proposed demutualisation of NIB Health Funds Limited

BDO was engaged to provide an independent opinion as to whether the proposal to demutualise is in the best interests of Policyholders and Company Members as a whole and whether the Proposal provides an equitable basis for allocating Shares to Eligible Policyholders.

On or around the date of demutualisation, NIB was Australia’s sixth largest health insurance provider. It had around 320,000 members across Australia and provides health insurance cover to approximately 670,000 Australians. NIB was a mutual company with no share capital.
Financial Modelling review in relation to a long term project model for Reliance Rail Pty Limited

BDO provided financial model review services in relation to a long term project model prepared by Reliance Rail Pty Limited.

The review incorporated an assessment of the mathematical and logical attributes of the model using a combination of market data analysis and retrospective and prospective testing of key inputs and outputs.

The project, spanning out to 2044, involves the construction, integration, operation and maintenance of rolling stock sets within the Australia rail network. Complex financing  facilities funding the project were also modelled.

$150.0m: Acquisition of Haley (Australia) Pty Limited by Oracle Consolidation Australia Pty Limited

BDO advised the share holders of Ruleburst Holdings Limited (the ultimate parent company of Haley) with the publication of an Independent Expert’s Report.  An opinion was required to assess whether the offer was fair and reasonable.  Share holders, convertible loan note holders and option holders were advised independently.

Haley is an Australian based independent software vendor that develops and distributes both Business Rule Management Systems and Governance, Risk and Compliance Systems.  Oracle is the world’s largest enterprise software company.

“By acquiring Haley, Oracle is accelerating its investment in public sector to create an integrated solution, and bring faster time to value for our customers.”
Anthony Lye, Senior Vice President of CRM, Oracle

“Haley complements Oracle’s industry-focused applications strategy.  We are excited to join Oracle as a new global business unit and believe the combination will empower customers to more quickly and effectively implement, manage and ensure compliance with policies, regulations and legislation.”
Dominic O’Hanlon, CEO, Haley

$73.5m: Initial Public Offering on the Australian Stock Exchange for The MAC Services Group Limited

BDO provided independent accountant’s services to The MAC Services Group Limited (“MAC”) on its flotation on the Australian Stock Exchange, reviewing the historical and forecast financial information underpinning the value attached to the capital raising.  The initial public offering successfully generated an equity raising of $73.5m through the issue of fully paid ordinary shares.

MAC, is an Australian-owned public company established in 1988 to supply accommodation services to the coal mining, construction, resource and tourism industries. Over the years MAC has experienced significant growth and expansion, attaining a leading position in its chosen market.

“We have been very pleased with the quality of work, pragmatic due diligence approach and overall supportive attitude from the BDO team during our IPO process. We have found the firm’s staff and directors to be very participative and solutions-oriented, which was especially helpful to our team. BDO responded in a very timely and professional manner, and assisted us with practical guidance to achieve a successful IPO, with quality input throughout the process.”
Richard Saunders, Chief Financial Officer, The MAC Services Group

$47.6m: Independent Expert services in relation to the acquisition of related parties by Pelorus Property Group Limited

BDO advised the non-associated shareholders of Pelorus as to whether or not the transactions involved in the proposed merger of Pelorus with the majority of its unlisted funds and related entities were fair and reasonable.

The proposed merger included the issue of new shares in Pelorus as consideration for the acquisition of all Bakehouse Quarter Fund Units (a fund controlled by directors of Pelorus) and all shares of Planloc Pty Limited (a company controlled by the directors of Pelorus).
 
Pelorus initially operated in the development of property portfolios. Current operations include property related investments and property management services.  Pelorus listed on the Australian Stock Exchange in 2006.