M&A in Australia is increasingly regulated, scrutinised and sometimes contested. FIRB review and competition clearances apply across both public and private transactions. In public markets, Takeovers Panel engagement and shareholder activism are sometimes impacting deal architecture and execution as much as commercial terms. In private markets, warranty and indemnity protection, completion mechanics and conditionality drive risk allocation and post-completion outcomes.
Thomsons advises companies, sponsors, investors and governments on public and private transactions across Australian and cross-border markets. The practice covers schemes of arrangement, takeovers, negotiated sales, auctions, joint ventures, demergers and FIRB-regulated inbound investment. Mandates span resources and critical minerals, technology, healthcare, food and agribusiness, financial services and logistics.
The firm maintains active working relationships with Australia's key regulators.
Thomsons topped the Mergermarket rankings for Australasia by deal volume in CY 2025 and led the WA-linked deal table for H2 CY 2025.
Areas of expertise
A successful public control transaction requires command of the regulatory framework as well as the commercial levers available to both sides. Timing, conditionality and shareholder engagement are all critical elements of a public deal.
Schemes of arrangement: We advise bidders and targets on schemes, managing all aspects of court process, ASIC review, shareholder engagement, independent expert coordination and the mechanics of implementation. We are equally experienced acting for targets in defensive situations.
Takeover bids: We act on on-market and off-market bids, including hostile and negotiated transactions. Our work covers bidder and target strategy, Takeovers Panel engagement, ASX and ASIC interface, regulatory clearances and the preparation of all transaction documentation.
Shareholder activism and defensive advice: Boards face activist campaigns, requisitioned meetings and contested transactions. We advise directors on their legal obligations and available strategic responses, including the management of shareholder engagement during contested processes. We also act for active investors and shareholders, seeking to protect the value of their investments.
Private M&A demands precise negotiation of risk allocation, completion mechanics and post-transaction arrangements. The consequence of poorly drafted warranties, indemnities or conditions is realised long after signing.
Share and asset sales: We advise sellers and buyers on the full spectrum of private transactions, from founder exits and family business sales to corporate divestitures and portfolio divestments. Structuring work covers conditionality, W&I insurance, completion accounts and the post-transaction arrangements that determine whether the deal delivers its commercial outcome.
Auction and competitive bid processes: We manage sell-side and buy-side mandates through structured auction and competitive bid processes, coordinating management, financial advisers and specialist consultants across the process.
Vendor due diligence: A well-prepared vendor due diligence process accelerates transaction execution and reduces post-signing exposure. We design and coordinate vendor due diligence programs, working with management and specialist advisers to produce materials that withstand buyer scrutiny.
Warranty and indemnity insurance: We advise on the structuring and negotiation of W&I insurance solutions for both buy-side and sell-side transactions. Our experience spans policy placement, coverage negotiation, insurer engagement and claims management, ensuring that risk transfer aligns with the commercial deal and does not compromise execution certainty.
Foreign investment into Australia is subject to a complex and frequently amended regulatory framework. Sector-specific restrictions, national security conditions and approval timelines require early engagement.
Cross-border structuring: Transactions spanning multiple jurisdictions require coordination of Australian legal requirements with those of the relevant foreign markets. Our deal record includes transactions spanning the US, Canada, Japan, Indonesia, Singapore and assets across Asia, Africa and Europe. We work alongside local counsel in the relevant foreign markets and manage the Australian workstream as lead counsel or as part of an integrated team
FIRB approvals and national security: We advise foreign investors and Australian targets on the application of the Foreign Investment Review Board framework, including mandatory notification requirements, voluntary notification strategy, conditions management and the national security review regime that applies to sensitive businesses and critical infrastructure.
ACCC: We advise bidders, investors and Australian targets on merger control risk, including informal clearance, authorisation processes and strategic engagement with the ACCC. Our approach is focused on timing, deal certainty and managing competition risk in parallel with broader transaction execution.
Joint ventures and long-term strategic alliances are as much about what happens when things go wrong as when they go right. Governance frameworks must be robust at formation, workable under pressure and capable of managing exit cleanly.
Joint venture formation: We structure and document consortium bids, incorporated and unincorporated joint ventures and long-term strategic partnerships, designing governance arrangements, funding obligations, deadlock resolution mechanisms, minority protections and exit mechanics aligned to commercial objectives and sector constraints.
Joint venture management and disputes: Existing joint ventures require ongoing legal governance as commercial objectives evolve. We advise joint venture parties on their rights and obligations, changes to governance arrangements and the management of disputes within the joint venture structure.
Corporate restructures, demergers, asset carve-outs and portfolio rationalisation programs require precise sequencing of legal, regulatory and commercial workstreams.
Demergers and spin-offs: We advise on demerger structures implemented by capital reduction, in-specie distribution or scheme of arrangement. We also advise on coordinated IPO or listing process that can typically follow the demerger of part of a listed company.
Asset carve-outs and portfolio rationalisation: We advise on the separation planning, transitional service arrangements, employee transfer obligations and asset transfer documentation required to execute a carve-out cleanly, including engagement with competition regulators where notification or approval is required.
Our experience
Qoria – A$3 billion merger with Aura Consolidated Group
Advised Qoria Limited (ASX: QOR), a world-leading digital safety company, on its A$3 billion merger with US-based Aura Consolidated Group Inc, implemented through an Australian scheme of arrangement. Qoria shareholders received equity in Aura through CHESS Depositary Interests, with Aura planning a subsequent ASX listing. A cross-border transaction spanning Australia, the US, the UK and Spain, bringing together two global leaders in digital safety.
Piedmont Lithium / Sayona Mining – A$890 million all-stock merger
Advised US and ASX-listed Piedmont Lithium (market cap A$305 million) on all aspects of its A$890 million all-stock merger with Sayona Mining and an associated A$80 million capital raising. The merger was structured under Delaware law, with Sayona as the surviving Australian parent entity retaining an ASX primary listing and a Nasdaq secondary listing of American depositary shares.
Kirin Holdings – A$1.8 billion acquisition of Blackmores
Advised Kirin Holdings Company, Limited on its A$1.8 billion acquisition of ASX-listed Blackmores, one of Australia's most recognised consumer health companies.
Genesis Minerals – A$628 million acquisition of the Gwalia gold mine
Advised Genesis Minerals on its A$628 million acquisition of the Gwalia gold mine from St Barbara and on an associated A$470 million capital raising.
Advised a key shareholder in a Pacific Equity Partners-led consortium that acquired Australian diversified logistics conglomerate Freight Management Holdings (FMH) from Singapore Post for A$1 billion.
Alloy Steel – A$209 million sale to Lincoln Electric (Nasdaq, US$15B market cap)
Advised Alloy Steel Australia (Int) Pty Ltd on the sale of its remaining interest in the family-owned business to Lincoln Electric Holdings, Inc., a NASDAQ-listed global leader in arc welding solutions operating across 20 countries. Role included vendor due diligence, transaction documentation, W&I insurance, tax and structuring advice, IP matters and post-completion arrangements.
Warriedar Resources - A$188 million scheme of arrangement
Advised Warriedar Resources Limited on its acquisition by gold miner Capricorn Metals Ltd (market cap A$6 billion) in an all-scrip transaction valuing Warriedar at approximately A$188 million, implemented by scheme of arrangement. From Capricorn's initial approach to agreed terms and signed documentation in three business days.
MACA Ltd - A$367 million takeover bid by Thiess
Advised MACA Ltd on the A$367 million takeover bid by Thiess.
Yamato Kogyo - Acquisition of 50% of Salix Products
Advised Yamato Kogyo Co. Ltd (Tokyo Stock Exchange, market cap 789B JPY), an iron and steel manufacturer, on its acquisition of a 50% interest in Salix Products Pty Ltd, an Australian-operated rail business. A cross-border transaction spanning Australia, Japan and Slovakia.
Orezone Gold – Up to US$593 million acquisition of Casa Berardi gold mine
Advised Orezone Gold (market cap A$1.6 billion, ASX/TSX dual-listed) on the Australian regulatory and compliance aspects of its acquisition of the Casa Berardi gold mine in Quebec, Canada from Hecla Quebec Inc for up to US$593 million, including upfront and deferred cash consideration and contingent payments, with Franco-Nevada providing royalty streaming and cornerstone equity funding.
Resolute Mining – US$90 million Bibiani gold mine sale
Advised Resolute Mining on the US$90 million sale process for its Bibiani gold mine in Ghana, coordinating multi-jurisdiction bidders and regulatory consents across Africa and Australia.
Havilah Resources – A$205 million acquisition by OZ Minerals
Advised Havilah Resources Limited on the proposed A$205 million acquisition of its Kalkaroo copper-gold project by OZ Minerals.
DemystData – A$157 million acquisition by Feedzai
Advised five Australian investment funds - Bombora, MA Growth Ventures Fund, Wunala Capital, Perennial and Regal - holding convertible debt instruments in DemystData on its A$157 million acquisition by Feedzai Inc. Advised on fund rights within a complex capital structure, the Implementation Deed and Sale Agreement. Cross-border: Australia and Europe.