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Gresham advised Wesfarmers on its acquisition of Coles Group Limited by Scheme of Arrangement. The transaction involved a combination of cash and Wesfarmers shares, and valued Coles at approximately $20 billion.
Coles is Australia's second largest retailer, with businesses in supermarkets, general merchandise, liquor, fuel and convenience, and office supplies.
Coles began an ownership review process in February 2007, which involved a number of international private equity funds and retailers.
Gresham, along with co-advisers Macquarie Bank, advised Wesfarmers on all aspects of the transaction, including stake building, structuring, valuation and bid strategy.
Wesfarmers originally submitted a non binding proposal in April 2007, after securing voting rights over 12.6% of Coles shares. Following due diligence, Wesfarmers prepared a revised offer for the Coles Board, comprising a combination of shares and cash. The offer was recommended by the Coles Board in July 2007, and was enhanced in September 2007 through the introduction of Wesfarmers Partially Protected Shares (WPPS), which provide a level of downside price protection in relation to half of the share component of the offer.
The transaction received the required shareholder and court approvals in November 2007.