About Charles Ashton
Charles advises on major Australian M&A transactions, acting for listed companies and private capital investors on public and private M&A, foreign investment regulation, listing rules and corporate governance.
He has deep public markets experience, including contested takeover bids, schemes of arrangement, takeover defences, Takeovers Panel proceedings, activist situations, pre-bid stakes and equity derivatives. He has extensive experience advising private capital investors on cross-border investments into Australia.
As Head of Critical Minerals, Charles also leads a national multidisciplinary team advising across the full critical minerals production lifecycle.
He is a member of the Law Council of Australia’s Corporations Committee and editor of Takeovers and Reconstructions in Australia, published by LexisNexis. He previously worked at Linklaters in London.
Charles' experience includes advising:
- KKR on various transactions, including:
- its $603 million structured investment into HMC Capital’s energy transition platform, Illuma Energy;
- its acquisition of ProTen, one of Australia's largest agricultural infrastructure businesses;
- its $20 billion proposal to acquire Ramsay Health Care by way of scheme of arrangement;
- its $1.5 billion consortium acquisition of United Malt Group by way of scheme of arrangement; and
- its $5.2 billion consortium acquisition of Spark Infrastructure by way of inter-conditional creditor and trust scheme.
- Global Infrastructure Partners on various transactions, including:
- its US$2 billion infrastructure agreement with BHP in relation to BHP’s share of Western Australia Iron Ore’s inland power network;
- its US$750 million investment into a newly established joint venture with TotalEnergies GLNG Australia in relation to the Gladstone LNG Project’s downstream infrastructure facilities; and
- its US$2.5 billion acquisition of Shell’s 26.25% interest in the QCLNG common facilities.
- Stonepeak Partners on various transactions, including:
- its structured investment into Australian retirement living platform Aura Holdings;
- its acquisition of the Australian gas distribution network Allgas from APA Group, Marubeni Corporation and other shareholders;
- its proposed $350 million acquisition of Genex by way of scheme of arrangement; and
- its acquisition of Geelong Ports, in consortium with Spirit Super.
- IFM Global Infrastructure on various transactions, including:
- its acquisition of a 19% interest in Atlas Arteria through cash and physically settled total return swaps, after-market acquisitions and collar transactions;
- its acquisition of a further 15.5% of Atlas Arteria via creeping acquisitions and its subsequent board representation agreement with Atlas Arteria; and
- its successful contested $7.4 billion takeover bid for Atlas Arteria.
- Ontario Teachers' Pension Plan on various transactions, including:
- its acquisition of a portfolio of critical mineral royalties in Western Australia from RCF Management and Global Advanced Metals;
- its debt and equity investment into Leichhardt Industrials Group to support Leichhardt's acquisition of the Lake MacLeod project from Dampier Salt Limited;
- its NZ$1.076 billion acquisition of 2degrees' passive mobile telecommunications tower assets; and
- its $5.2 billion consortium acquisition of Spark Infrastructure by way of inter-conditional creditor and trust scheme.
- Brookfield on various transactions, including:
- its proposed $9 billion acquisition of AGL Energy by way of scheme of arrangement; and
- its $420 million take-private of the Brookfield Prime Property Fund.
- Samuel Terry Asset Management on various transactions, including:
- its off-market takeover bid for Eildon Capital;
- its on-market takeover bid for Kangaroo Island Plantation Timbers;
- its off-market takeover bid for FAR Limited;
- its acquisition of a 19.9% stake in Horizon Oil Limited; and
- its successful campaign to appoint a director to the board of Namoi Cotton, the contested takeover of Namoi Cotton and associated takeover panel proceedings.
- Various significant public M&A transactions, including acting for:
- Unibail-Rodamco on the $32.7 billion acquisition of Westfield Corporation by way of inter-conditional company and trust schemes, the listing of Unibail-Rodamco-Westfield on the ASX, Euronext Paris and Euronext Amsterdam, and the associated demerger and listing of One Market Limited on the ASX.
- SGH on a proposed $14.2 billion bid for BlueScope Steel with Steel Dynamics.
- Qube Holdings in response to the $11.7 billion acquisition by a consortium led by Macquarie Asset Management.
- Wynn Resorts on its $10 billion proposal to acquire Crown Resorts by way of scheme of arrangement.
- DUET Group on the $7.4 billion acquisition by a consortium led by Cheung Kong Infrastructure by way of inter-conditional company and trust schemes.
- Liontown Resources on its response to the proposed $6.6 billion acquisition by Albemarle by way of scheme of arrangement.
- Pacific Equity Partners on its acquisition of SG Fleet Limited for an enterprise value of $1.4 billion by way of scheme of arrangement.
- BGH Capital on its successful $700 million contested off-market takeover bid for Virtus Health.
- Grok Ventures on its acquisition of a combined relevant and economic interest of 11.27% in AGL through various equity derivative trades, its successful campaign against AGL's proposed demerger and its successful campaign to reconstitute the board of AGL.
- QIC Private Capital on its $535 million acquisition of Pacific Energy Limited by way of scheme of arrangement.
- Kinterra Capital on its successful contested off-market takeover bid for New World Resources and associated Takeovers Panel proceedings.
- Shift4 on its $300 million acquisition of Smartpay by way of scheme of arrangement.
- Hanwha on its acquisition of a 9.9% shareholding in Austal and a further 9.9% economic interest pursuant to a cash-settled total return swap and equity collar.
- Fortuna Silver Mines on the all-scrip acquisition of Chesser Resources by way of scheme of arrangement.
- Burgundy Diamond Mines on the acquisition of the Ekati Diamond Mine, $234 million capital raising and relisting on the ASX.
- Ferrovial on its $813 million successful hostile takeover bid for Broadspectrum Limited.
- Various listed companies in response to takeover offers, including Qube Holdings, Liontown Resources, DUET Group, Talon Energy, Rhipe Limited, Zenith Energy, New Century Resources, EarlyPay, Crown Resorts, National Storage and FerrAus Limited.
- Parties in various Takeovers Panel proceedings, including those concerning Atlas Arteria, New World Resources, Whitehaven Coal, Namoi Cotton, Virtus Health, Pacific Energy, Brockman Resources and North Queensland Metals.
- Bain Capital-led consortium on its combination of Accolade Wines with Pernod Ricard's Australian, New Zealand and Spanish wine businesses.
- BP International on the establishment of $2.2 billion of real estate capital partnerships across Australia and New Zealand with Charter Hall-led consortia.
- BAE Systems on various transactions, including:
- its acquisition of ASC Shipbuilding from the Commonwealth of Australia to support the $35 billion Hunter class frigate shipbuilding program for the Royal Australian Navy; and
- its acquisition of a 51% interest and joint venture in Innovaero and subsequent sale of its interest in Innovaero.
- Aware Super on its $360 million combined debt and equity investment in Oak Tree Group, the super fund's first investment in the retirement village sector.
- NSW Treasury on various transactions, including:
- its $10.3 billion, 99-year lease of TransGrid to the NSW Electricity Networks Consortium;
- on the sale of Pillar Administration to Mercer; and
- its $9.3 billion sale of a 51% interest in the WestConnex project to Transurban.
- Archer Capital on the $938 million divestment of Healthe Care to China's Luye Medical Group.
- Novartis on the US$7.1 billion sale of its vaccines business to GSK, forming part of a complex global asset swap involving the US$14.5 billion purchase of GSK’s oncology business and the contribution of its OTC business to a joint venture with GSK's consumer healthcare business.
- Siemens on its £985 million acquisition of Rolls-Royce's global energy gas turbine and compressor business.
- AIMCo, Allianz Capital Funds, Hastings Funds Management and EDF Invest on the successful $3.2 billion consortium bid for Porterbrook Trains, a UK rolling stock leasing company.