����ԭ��

Fulton Hogan Industries Pty Ltd (Fulton Hogan) proposes to acquire 100% of the shares in Avionics Holdings Pty Ltd representing the Australian operations of the Avionics Group business (Avionics) (the Acquisition). 

Fulton Hogan is a civil construction and infrastructure provider with primary operations in Australia and New Zealand. It delivers projects and long‑term maintenance across airports, bridges, communications, energy, rail, roads and water sectors. Relevantly, Fulton Hogan’s airfield works operations primarily involve airfield pavement construction services such as runway resurfacing, taxiway upgrades and apron rehabilitation. Fulton Hogan typically operates as head contractor, whereby it also coordinates the delivery of projects and subcontracts third parties to complete constituent components of the project, including aeronautical ground lighting (AGL). Occasionally, Fulton Hogan will be appointed to deliver airfield pavement and construction services on projects where it is not the head contractor.

AGL is a specialised system of in-ground and above-ground lights and other visual aids used to guide pilots during take-off, landing and taxiing. Avionics supplies and installs AGL as part of airside works projects in Australia. Avionics also provides related services such as design, repair and maintenance of AGL. Avionics and other AGL providers either supply these services directly to airfield operators or to head contractors which coordinate delivery of major airfield works. 

Genea Holdco SA Pty Limited (Genea) (via a newly created special purpose vehicle Genea Bidco SA Pty Ltd) proposes to acquire 100% of the shares in Embrace Fertility Pty Ltd (Embrace Fertility). In return, the owner of Embrace Fertility will hold a minority equity interest in Genea (the Acquisition).

Genea owns and operates an IVF and fertility business called Fertility SA that provides assisted reproduction services via a clinic in Adelaide, South Australia, as well as clinics in other states.

Embrace Fertility is an independent gynaecology and IVF and fertility business providing assisted reproduction services in Adelaide, South Australia. Historically, Repromed has provided laboratory services to Embrace Fertility, however, Genea would provide these services going forward.

The parties overlap in the supply of IVF and fertility services in Adelaide, South Australia. 

Saipem S.p.A (Saipem) proposes to merge with Subsea7 S.A (Subsea7) (the Acquisition).

Saipem is a global engineering and construction company that provides services for the energy sector, across both offshore and onshore projects. These services include the design, engineering, procurement, fabrication and installation of subsea infrastructure - umbilicals, risers and flowlines – that connects subsea wells and production systems to certain surface facilities (known as SURF). SURF projects can be completed using one of a number of different pipelaying methods. 

Saipem also provides offshore wind infrastructure (limited to foundations and substations); inspection, repair, maintenance and decommissioning (IRMD) of subsea infrastructure and assets; and the maintenance, modification and operation of energy assets. Saipem also specialises in above-the-surface and onshore activities. 

Subsea7 is a global engineering and construction company that provides services for the offshore energy sector. Subsea7 focuses on SURF, offering a variety of SURF pipelaying methods as well as offshore wind infrastructure and IRMD. 

WIN Television Network Pty Ltd (WIN TV) proposes to acquire 100% of the shares in NBN Enterprises Pty Limited (NBN) from Nine Network Australia Holdings Pty Ltd and 100% of the shares in Television Holdings Darwin Pty Limited (NTD) from Nine Network Australia Pty Limited (the Acquisition).
NBN and NTD are wholly owned subsidiaries of the Nine Network Australia Holdings Pty Ltd and Nine Network Australia Pty Limited respectively, and are ultimately controlled by Nine Entertainment Co. Holdings Limited (the parent company of a group of companies known as the Nine Group). Both NBN and NTD, via their respective wholly owned subsidiaries, operate regional free-to-air television stations. NBN broadcasts across the Northern NSW (NNSW) and Gold Coast regions, while NTD broadcasts to Darwin, Palmerston and the surrounding areas in the Northern Territory. 

WIN TV is the parent company of a group of wholly owned subsidiaries which broadcast free-to-air television in other parts of regional Australia. 

There is no geographic overlap between the local broadcasting areas of WIN TV, NBN and NTD. 

Australian Meat Group Pty Ltd (AMG) proposes to acquire 100% of the issued share capital, livestock inventory and general stock inventory of Killara Feedlot Pty Ltd (Killara) (the Acquisition).

AMG is an independent Australian beef processor. AMG operates two beef processing facilities, one in Dandenong, Victoria and the other in Cootamundra, New South Wales. It supplies beef to the wholesale domestic and export markets. 

Killara is a wholly owned subsidiary of Elders Rural Services Australia Limited, an Australian listed agricultural services provider. Killara owns 1,185 ha of land on the edge of the Liverpool Plains, approximately 70km south of Tamworth, New South Wales. It operates a Tier 1 EPA accredited feedlot, grain processing facilities, cropping operations and grass feed paddocks, and supplies fat cattle from the feedlot to beef processors. 

AMG will acquire:

• 100% of the issued share capital of Killara;

• the livestock inventory of Killara at the date of completion (the majority of cattle acquired will be fully contracted to customers); and

• the general stock inventory of Killara.

Gilead Sciences, Inc. (Gilead), through its wholly owned subsidiary Ojas Merger Sub LLC, proposes to acquire all of the outstanding shares of Ouro Medicines, LLC (Ouro) (the Acquisition).

Gilead is a biopharmaceutical company incorporated in the United States. Globally, Gilead’s activities focus on advancing medicines to prevent and treat life-threatening diseases, including HIV, liver disease, coronavirus disease 2019 (COVID-19), inflammation and cancer. Its primary subsidiary in Australia is Gilead Sciences Pty. Ltd., through which Gilead supplies Australian customers with a range of medicines. 

Ouro is a privately-held, U.S.-based clinical-development stage biotechnology company focused on developing T cell engager (TCE) therapies for autoimmune diseases. Ouro’s lead product candidate, OM336 (gamgertamig), is a B cell Maturation Antigen (BCMA)-directed bispecific TCE binding to CD-3 on the T cell complex. Ouro does not currently market any products anywhere in the world and it only has early-stage development programs.

Both Gilead and Ouro are active in the development of T cell therapies for the treatment of autoimmune diseases. 

Gilead does not have any marketed products but is engaged in Phase 1 clinical and preclinical research and development (R&D) pipeline activities, which are limited to autologous chimeric antigen receptor T cell (CAR-T) early-stage programs. Gilead’s clinical pipeline trials are for KITE-363 and Anito-cel, with potential indications being Systemic Lupus Erythematosus, IIM (myositis), relapsed/refractory Lupus Nephritis, relapsed/refractory Systemic Sclerosis and Chronic Inflammatory Demyelinating Polyneuropathy, relapsed/refractory Multiple Sclerosis and Generalized Myasthenia Gravis. Gilead does not have any manufacturing or R&D facilities in Australia but runs some clinical trials in Australia and employs an operations team in Australia to support those trials.

Ouro is focused on developing TCE therapies for the treatment of autoimmune diseases; Ouro has no direct activities in Australia. Ouro is conducting two ‘basket studies’ as part of Phase 1b clinical development for OM336, with potential indications being autoimmune cytopenias and seropositive autoimmune disease. One of these trials has started recruiting patients in Australia via a Contract Research Organisation.

A group of investors proposes to acquire 100% of the issued shares in Moorabbin Airport Corporation Pty Ltd (MAC), to be held through a holding company. MAC holds the long-term airport lease granted by the Commonwealth in relation to Moorabbin Airport, a metropolitan airport located south-east of the Melbourne CBD. The investors also propose to acquire leasehold interests in various non-aviation commercial properties located at the Moorabbin Airport site (together, the Acquisition). 

The group of investors comprise: 

• REST, an Australian profit-to-member superannuation fund with approximately 2 million members and around $105 billion in funds under management; 

• Aware Super, an Australian superannuation and retirement fund, with almost 1.2 million members and $198.7 billion in funds under management; 

• MassMutual, a mutual life insurance company based in Massachusetts, United States; and 

• Goodman Limited (Goodman), part of the Goodman Group, an ASX-listed industrial property and digital infrastructure business. Goodman’s primary business activities include the ownership, development and management of essential real estate assets, including logistics facilities, warehouses and data centres worldwide.

(these four businesses are together, the Investors)

Goodman currently owns 100% of the units in the Moorabbin Airport Unit Trust (with Tallina Pty Ltd as trustee), which in turn owns 100% of the shares in MAC. The acquisition therefore results in a reduction of Goodman's interest in MAC. 

Moorabbin Airport provides services to facilitate general aviation activities such as flight training, private air charter, freight, recreational flying and air work and emergency services. Moorabbin Airport has only one regular passenger transport service, with King Island Airlines flying between King Island and the mainland daily. Moorabbin Airport contains over 250 mixed-use, large and small businesses, including Kingston Central Plaza, Direct Factory Outlet (DFO), and the Chifley Business Park.

The Investors, excluding Goodman, have interests in industrial land across metropolitan Melbourne. The Investors, excluding Goodman, also hold interests in other airports, which either focus on different primary operations to Moorabbin Airport (that is, they are focused on regular passenger transport rather than general aviation services) or offer general aviation services outside of Victoria. 

Accenture Inc. (Accenture) proposes to acquire Ziff Davis, Inc.’s (Ziff Davis) connectivity business comprising various entities and assets (the Target) (the Acquisition).

Accenture is a global professional services company headquartered in Dublin, Ireland. It provides a range of professional services designed to assist public and private sectors to navigate digital transformation, optimise operations, and build advanced technological capabilities. In Australia, Accenture (through its ‘umlaut’ brand) provides network assessment services, among other services. 

Ziff Davis (NASDAQ: ZD) is a digital media and internet company. The Target comprises Ziff Davis’ globally active connectivity businesses, including its “Ookla”, “Speedtest”, “Ekahau”, “RootMetrics” and “Downdetector” brands. The focus of the Target business is the collection and provision of network connectivity data, which can be used by customers for marketing purposes or by telecom operators’ engineering teams for network optimisation purposes. 

In Australia, the Target supplies:

• network performance measurement, monitoring, benchmarking, and diagnostic software and tools;

• related data products, analytical insights and services, including the collection and analysis of network performance, experience and availability;

• reliability data across fixed broadband, mobile, satellite and Wi-Fi networks; and 

• enterprise wireless network management, planning and optimisation solutions. 

Both Accenture and the Target supply network assessment services in Australia – Accenture, through its umlaut brand, and the Target through Speedtest. 

Daikin Industries, Ltd (Daikin), through its wholly owned subsidiary, Airmaster Corporation Pty Limited (Airmaster), proposes to acquire Australian Air Conditioning & Mechanical Services Group (AAMS Group) via an asset acquisition from Damday Pty Ltd. The assets of the AAMS Group business being acquired includes all plant and equipment, goodwill, stock, customer and supplier contracts, and AAMS Group’s leased premises (the Acquisition). 

Daikin operates in Australia through its wholly owned subsidiary, Daikin Australia Pty Ltd (Daikin Australia). Daikin Australia’s principal activities consist of the manufacture and distribution of air conditioning equipment.

Airmaster is a building services company, supplying Heating, Ventilation, Air Conditioning (HVAC) & Refrigeration, Building Management Systems (BMS) and fire maintenance, service, and installations to commercial and industrial (C&I) customers nationally. Airmaster has a presence in each state and territory except the Northern Territory. 

AAMS Group is a mechanical services contractor operating in the construction, HVAC and mechanical services industries. It designs, fabricates, supplies and installs HVAC systems, and provides ongoing servicing and maintenance services, to C&I customers. AAMS Group is based solely in Darwin. 

GIP V Snow Bidco Limited (the Acquirer) proposes to acquire 100% of the issued share capital of Envol Holdings Limited and its subsidiaries including TCR Group (the Target) (the Acquisition).

The Acquirer is a special purpose vehicle controlled by funds managed and/or advised by Global Infrastructure Management, LLC (together with is affiliates, Global Infrastructure Management). 

Global Infrastructure Management is the global independent infrastructure fund manager of Global Infrastructure Partners (GIP), headquartered in New York, United States (US), and primarily focused on investing in transportation, energy, waste, water, and digital infrastructure sectors. Global Infrastructure Management also holds a 37% interest in Sydney Aviation Alliance Holdings Pty Ltd, which fully owns Sydney Airport Corporation Ltd. Global Infrastructure Management is ultimately controlled by BlackRock, Inc. (BlackRock). 

BlackRock is a US company listed on the New York Stock Exchange. BlackRock is active in the provision of global investment management, risk management and advisory services to institutional and retail clients around the world. 

The Target is the holding entity of TCR Group (TCR), which is primarily active in full-service leasing of ground support equipment (GSE) to independent ground handlers, airlines, and airports globally. TCR also provides repair and maintenance services for GSE (on both leased and third-party fleet) and fleet management services. TCR is headquartered in Steenokkerzeel, Belgium. 

In Australia, TCR is involved in the leasing out and maintenance of GSE at airports around Australia through various subsidiaries.

TCR is currently indirectly solely controlled by 3i Group plc. 3i Group plc is an international investment company listed on the London Stock Exchange, with offices in Europe and North America. 

 

Ventura Motors NewCo Pty Ltd, a wholly owned subsidiary of Ventura Motors Pty Ltd (together with its subsidiaries, Ventura Motors) proposes to acquire the business assets (including the vehicles, plant and equipment, IP and IP licences, goodwill, and business records) of Crown Coaches Pty Ltd and Crown Hybrid Pty Ltd that constitute the Crown Coaches business (Crown Coaches) (the Acquisition). 

Ventura Motors is an Australian bus operator primarily active in metropolitan Melbourne. It supplies metropolitan bus services, public school bus services, and private school and other private charter bus services, as well as regional intercity coach transport. 
Crown Coaches is a family-owned bus operator that supplies public school bus services, and private school and other private charter bus services in metropolitan Melbourne.

Both Ventura Motors and Crown Coaches supply bus services in metropolitan Melbourne.
 

Eli Lilly and Company (Eli Lilly) and CSL Behring LLC (CSL Behring) propose to enter into a Licence Agreement under which Eli Lilly would be granted certain exclusive rights to develop and commercialise Clazakizumab, an anti-interleukin-6 (IL-6) monoclonal antibody, for certain new indications including atrial fibrillation, atherosclerotic cardiovascular disease and other cardiovascular-related indications (the Acquisition). CSL Behring would retain exclusive rights to continue the development and commercialisation of Clazakizumab for the prevention of cardiovascular events in patients with end-stage kidney disease.

Eli Lilly is a US-based pharmaceutical company which discovers, develops, manufactures and markets human pharmaceutical products for various therapeutic areas, including diabetes, oncology, immunology and neuroscience. Eli Lilly is headquartered in Indianapolis, US and is publicly listed on the New York Stock Exchange.

CSL Behring is a subsidiary of CSL Limited, a global biopharmaceutical business listed on the Australian Stock Exchange (ASX: CSL) and headquartered in Australia. CSL Limited develops, manufactures and markets therapies derived from human plasma and recombinant technologies for rare and serious diseases. It provides treatments for immunology, hematology, cardiovascular and metabolic disorders. 

Lawrence & Hanson Group Pty Ltd (Lawrence & Hanson) proposes to acquire the business and assets of Gordon Macdonald Pty Ltd (Gordon Macdonald) (the Acquisition).

Lawrence & Hanson is an Australian wholesaler of electrical, lighting and data products, primarily to trade and industrial customers. It operates premises across Australia, including in Nowra and Wollongong in New South Wales. Lawrence & Hanson is owned by Sonepar, a French headquartered, global distributor of electrical products and related services.

Gordon Macdonald is a New South Wales based wholesaler of electrical, lighting and data products, primarily to trade and industrial customers. Gordon Macdonald currently has premises in Bowral, Nowra and Wollongong.

Signant Health Holding Corp (Signant) proposes to acquire 100% of the shares in ActiGraph Holdings, LLC (together with its subsidiaries, ActiGraph). 

Signant is a US-based evidence generation company that provides services used in clinical trials. Signant does not have a physical presence in Australia but provides electronic clinical outcome assessments (eCOA), clinical trial randomisation and supply management (RTSM) services, and supplementary clinical trial professional services. Signant supplies these services to both contract research organisations (CROs) and directly to pharmaceutical and biotechnology companies. 

Ametris (formerly ActiGraph) is a US-based provider of digital health technology (DHT) for clinical trials, specialising in wearables – in particular, wrist-worn wearables and other sensors – which track biovitals and other digital endpoints for patients participating in clinical trials. Ametris does not have a physical presence in Australia but supplies its DHT products in Australia for non-commercial academic research. 

Swiss Re International SE (Swiss Re) proposes to acquire certain assets from QBE Insurance Holdings Pty Ltd (QBE) relating to its Credit & Surety business (QBE’s TC&S Business), including data, employees and renewal rights (the Acquisition). 

Swiss Re provides insurance, reinsurance and risk transfer solutions to mid to large-sized corporate customers. In Australia, Swiss Re provides a range of property and casualty insurance products, including non-payment insurance for banks, surety bonds and claims management services.

QBE is an Australian-based provider of a broad range of insurance and reinsurance products to personal, business, corporate and institutional customers. QBE’s TC&S Business provides:

• non‑payment insurance (also known as trade finance insurance) which insures commercial banks and financial institutions against the risk of counterparties’ non‑payment of loans, guarantees or letters of credit.

• trade credit insurance which insures corporate customers against the risk of non-payment of trade receivables arising from credit sales.

• surety bonds which involve providing a financial guarantee that a party will fulfill a contractual, statutory, or financial obligation with the insurer committing to intervene if the insured party fails to do so.

Dubai Aerospace Enterprise (DAE) Ltd (DAE) proposes to acquire 100% of the issued share capital in Macquarie AirFinance Limited (Macquarie AirFinance) (the Acquisition). 

DAE is a globally active aircraft lessor, headquartered in Dubai. DAE is active in leasing regional, narrow-body and wide-body aircraft to airlines. DAE consists of two divisions: DAE Capital and DAE Engineering. DAE Capital carries out aircraft leasing, aircraft trading and provides aircraft investor services. DAE Engineering, through Joramco, provides regional maintenance repair & overhaul services. 

Macquarie AirFinance is a globally active aircraft lessor of civil aviation aircraft, headquartered in Dublin. Macquarie AirFinance is primarily active in leasing narrow-body aircraft, and, to a lesser extent, wide-body aircraft to airlines.

Both DAE and Macquarie AirFinance are globally active suppliers of aircraft dry leases.

Estia Investments Pty. Ltd. (Estia) proposes to acquire substantially all of the business assets of three residential aged care homes from Norsan Pty Ltd (Norsan), being Chirnside Views Residential Aged Care, Park Lane Croydon Residential Aged Care and Willowbrae - Melton Residential Aged Care (the Acquisition). 

Estia is a registered provider of residential care services under the Aged Care Act 2024 (Cth) (ACA). Estia and its wholly owned subsidiaries currently operate over 90 residential aged care homes across Victoria, New South Wales, Queensland, and South Australia. 

Norsan is a small family-owned supplier of three residential aged care services operating in certain parts of metropolitan Melbourne and outer Melbourne suburbs. Norsan is also a registered provider of residential care services under the ACA.

Both Estia and Norsan are providers of residential aged care services in certain areas within, and in the outer suburbs of metropolitan Melbourne.

Creative Planning Holdco, LLC (Creative Planning), through its wholly owned subsidiary, CP Britannia Bidco Limited, will acquire 100% of the interests in MASECO LLP (Maseco).

Creative Planning, headquartered in the United States, is a wealth and investment management firm that provides a financial planning led investment management approach, retirement planning, estate planning, trust services, tax planning and family office services for individuals as well as 401(k) and institutional clients. Creative Planning is jointly controlled by Peter Mallouk, TPG Inc. (TPG) and General Atlantic Service Company, L.P. (GA).

Maseco is a UK based provider of wealth management services primarily to high-net worth and ultra-high net worth UK or US citizens living in the UK or the US. Maseco has a small presence in Australia.