Vijay Cugati

Vijay Cugati

Partner, Sector Leader, Investment Firms & Investment Management
BSc LLB (Hons)
Sydney | +61 2 9230 4940

Vijay is a highly regarded M&A and corporate advisory specialist. His practice involves advising clients on public takeovers and schemes of arrangement, private acquisitions and disposals (including competitive sales processes), restructurings and listed corporate governance.

Vijay is recognised as a market leading specialist in various publications, including most recently Chambers 2016, Chambers Asia-Pacific 2016-2017, Best Lawyers 2016 and Who’s Who Legal: M&A and Governance 2016.

Vijay has advised on a variety of transactions across industry sectors for many of our strategic clients including Arrium, Aristocrat, Billabong, Brambles, Brookfield, Goldman Sachs, Investa, Leighton Holdings, Morgan Stanley, Recall and Westpac. He also advises clients on equity markets transactions, capital management initiatives, governance and ASX and Corporations Act queries; and regularly deals with regulators relevant to implementing transactions including the Takeovers Panel, ASIC, FIRB and ASX.

Vijay's direct experience on many recent strategic transactions in the Australian market means he is across current market-trends and practice. Recent significant matters include:

  • Recall Holdings – on its response to the A$2.67 billion proposal from Iron Mountain;
  • Equifax Inc. – on its A$2.5 billion acquisition of Veda Group Limited;
  • Commonwealth Bank – on its strategic alliance with Goldman Sachs to combine ECM and investment research expertise with Australia’s largest online retail share trading platform;
  • Yum! Brands Inc. and Yum! Restaurants Australia – on the sale of Pizza Hut in Australia, including the master franchise arrangements for Pizza Hut's Australian network of 260 sub-franchisee stores;
  • Genesee & Wyoming Inc. – on the purchase of Glencore Rail for A$1.14 billion and concurrently the issue of a 49% equity stake in Genesee & Wyoming;
  • Ferrovial Services – on its A$1 billion proposal to acquire Transfield Services and subsequent takeover offer;
  • Morgan Stanley Real Estate Investing – on the sale to China Investment Corporation of the Investa Property Trust's portfolio of nine Premium and A-grade buildings for over A$2.45 billion, the biggest direct real estate transaction in Australia's history;
  • Morgan Stanley Real Estate Investing – on the competitive sale process of the Investa office management platform, which provides asset and property management services to over A$8.9 billion of commercial office assets, as well as advice in connection with the DEXUS takeover proposal for Investa Office Fund and related Takeovers Panel work;
  • CSC – on its A$436 million acquisition of UXC Limited; and
  • China Construction Bank Corporation – on its purchase of the over A$2 billion Australian corporate loan portfolio of The Royal Bank of Scotland Group Plc.

Vijay has worked on a variety of innovative and complex transactions in Australia and Europe (including during his time with Slaughter and May, 2005-2009). Landmark deals include:

  • Alinta Energy's finance syndicate – on the A$2.9 billion recapitalisation solution;
  • Aristocrat Leisure Limited – on its A$1.37 billion acquisition of Tennessee based Video Gaming Technologies, Inc.;
  • Arrium – on its response to the A$1.2 billion proposal from Noble Group and POSCO;
  • BHP – dual listed companies (DLC) merger with Billiton, the then largest merger in Australian corporate history;
  • Billabong – on its response to numerous takeover proposals from various private equity parties, concluding in its recapitalisation by Centerbridge and Oaktree;
  • Brambles – on its merger with GKN, again through a DLC structure, and subsequently the unification of the Australian/UK DLC structure via dual schemes of arrangement;
  • Brambles – on numerous acquisitions, including the €135 million acquisition via a competitive sale of the Pallecon bulk container business from Apollo; the Ferguson Group for an enterprise value of £320 million; and Germany's IFCO Systems from London-based buyout firm Apax Partners for €923 million;
  • CIMB Group – on its acquisition of the Australian cash equities, ECM and corporate finance businesses of The Royal Bank of Scotland;
  • General Electric – on the acquisition from Smiths Group PLC of Smiths Aerospace for US$4.8 billion in cash;
  • Discovery Metals – on the response to takeover proposals from the Chinese private equity group Cathay Fortune, including an A$830 million cash offer;
  • GE Money – on the sale of certain financial services businesses in the UK, Ireland, Austria, Germany and Finland to Banco Santander;
  • Global infrastructure investor – on its proposed A$5 billion acquisition and investment in the Pilbara iron ore sector, and on its bid for the Moomba to Adelaide pipeline system;
  • Goldman Sachs and Brookfield – acquisition of Lloyd's NZ property loan portfolio;
  • Leighton Holdings – response to the A$1.115 billion proportional takeover by Hochtief;
  • Leighton Holdings – on its A$750 million capital raising and response to regulatory investigations; and
  • Pacific Equity Partners and Bain Capital – on their A$872 million proposal to acquire Bradken Limited.

Vijay is admitted in NSW and is a member of the Law Committee of the Australian Institute of Company Directors. He is also a board member of the Firm's Inclusion and Diversity Council.