Thomsons has advised the shareholders of equipment manufacturer HMA International on its ~A$170 million acquisition by private equity firm Anchorage Capital Partners, implemented through an innovative dual scheme of arrangement structure.

The transaction involved the acquisition of 100% of the shares in HMA International, a long-standing industrial products business, delivering liquidity to shareholders.

A defining feature of the transaction was the adoption of a dual scheme structure for the same class of securities – a novel approach designed to address the complexities arising from HMA’s unlisted status and its shareholder base of more than 50 members, which brought the transaction within the ambit of Australia’s takeover provisions.

Under this structure, Thomsons advised on two concurrent schemes of arrangement, including a scrip election available to management, enabling differentiated consideration outcomes within a single class of shareholders. This approach was developed to mitigate potential class composition issues and ensure the transaction could proceed efficiently while maintaining fairness across stakeholders.

The dual scheme structure represents a departure from existing court precedents primarily to navigate class composition challenges and required close engagement with regulators, including addressing novel issues raised by ASIC through detailed legal submissions. The structure not only facilitated this transaction but may also serve as a precedent for future deals involving similar shareholder dynamics and consideration structure.

The team was led by Partner Venkatesh Ananthakrishnan and included Associate Felicity Thurgate and Lawyer Zoe Faraj.