Innocean Worldwide Inc’s Proposed Acquisition Of 85% Of The Share Capital In Wellcom Group Limite

Ashurst has advised Innocean Worldwide Inc on a proposed acquisition of 85% of the share capital in Wellcom Group Limited.

Wellcom has entered into a Scheme Implementation Deed with Innocean under which Innocean has agreed to acquire 85% of the issued share capital of Wellcom for $6.70 in cash per share by way of a scheme of arrangement, subject to conditions including shareholder and Court approvals.

SIDCOM, a company associated with the founding shareholder (Wayne Sidwell) will retain the remaining 15% of the shares in Wellcom, and shortly prior to the implementation of the Scheme, SIDCOM will enter into an Option Deed with Innocean.

The proposed Option Deed will grant a put option to SIDCOM and a call option to Innocean, which is exercisable in certain circumstances over a seven year period from implementation of the Scheme. The matter is due for completion on 27 November 2019.

Wellcom Group Limited is a full service pre-media and print production services company. The Company provides pre-media, digital asset management, and specialty print solutions to advertising agencies and corporate entities.

Innocean aims to become a global leader by creating future value through customized total marketing strategy service.

The team was led by partners Huiyeon Kim (Picture) and Stuart Dullard and counsel Andrew Kim, with key client relationship support from partners John Kim and Peter Kwon.

Further support was given by registered foreign lawyers In Kim and Woo Kim, lawyers Fran Barber, Matthew Parbhu and Georgia Monaghan and graduate Chris Beck (Corporate Transactions); partner Anita Cade, senior associate Maria Sun, lawyer Maggie Kearney and graduate Harriet Forster (Intellectual Property); partner Tim Brookes and lawyer Sashini Walpola (Information Technology); counsel Paul Zanelli and graduate Justin Fazzolari (Banking and Finance); partner Jennie Mansfield and senior associate Jacqui Woodroffe [admitted in South Africa, not admitted in Australia] (Employment); partners Sanjay Wavde and Barbara Phair, counsel Paul Glover and lawyer Laura Scro.

Involved fees earner: Fran Barber – Ashurst; Tim Brookes – Ashurst; Anita Cade – Ashurst; Stuart Dullard – Ashurst; Paul Glover – Ashurst; Maggie Kearney – Ashurst; Woo Kim – Ashurst; John Kim – Ashurst; Andrew Kim – Ashurst; Huiyeon Kim – Ashurst; Peter Kwon – Ashurst; Jennie Mansfield – Ashurst; Georgia Monaghan – Ashurst; Matthew Parbhu – Ashurst; Barbara Phair – Ashurst; Laura Scro – Ashurst; Maria Sun – Ashurst; Sashini Walpola – Ashurst; Sanjay Wavde – Ashurst; Jacqui Woodroffe – Ashurst; Paul Zanelli – Ashurst;

Law Firms: Ashurst;

Clients: Innocean Worldwide;

Author: Michael Patrini