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Acquisition of De Grey Mining by Northern Star Resources via Scheme of Arrangement

On 2 December 2024, De Grey Mining (ASX: DEG) (De Grey) announced it had entered a binding Scheme Implementation Deed (SID) with Northern Star Resources Ltd (ASX: NST) (Northern Star) to acquire 100% of the issued capital in De Grey by way of a Court-approved Scheme of Arrangement (Scheme). The Scheme implies an equity value of approximately A$5 billion. Under the Scheme, De Grey shareholders would be entitled to receive 0.119 new Northern Star shares for each De Grey share held, representing an implied offer price of A$2.08 per De Grey share.

Upon implementation of the Scheme, De Grey shareholders will own approximately 19.9% of the combined group. The Scheme is unanimously supported by the Board of De Grey and is expected to be implemented by late April or early May 2025.

The transaction will establish Northern Star as a low-cost global gold leader, enhancing its production profile with the addition of De Grey’s Hemi Gold Project (Hemi). Once constructed, Hemi would become Northern Star’s fourth production centre with forecast annual gold production of 530kozpa over its first 10 years.

De Grey is an Australian gold development company, focused on the development of its flagship Hemi project. Hemi is a low-cost, long-life, and large-scale gold development project, making it one of the largest undeveloped gold projects globally in a Tier-1 mining jurisdiction.

Northern Star is the largest ASX-listed gold producer and a top-10 global gold company. It operates three production centres in Tier-1 mining jurisdictions, including Western Australia and Alaska. Northern Star has a demonstrated track record of exploration, development, and production expertise, and is on track to deliver its growth plan to 2Moz of annual gold production by FY26. Following completion of its ongoing KCGM Mill Expansion, and with the addition of Hemi, Northern Star is set to strengthen its position as a low-cost, high-margin global gold leader with a clear pathway to 2.5Moz of annual gold production.

Azure Capital acted as financial adviser to De Grey on the transaction.

A$1.3bn acquisition of a 49% stake in Onslow Iron Road Trust from Mineral Resources

In June 2024, Morgan Stanley Investment Management, through investment funds managed by Morgan Stanley Infrastructure Partners, agreed to acquire a 49% stake in the Onslow Iron Road Trust (Road Trust), the owner of a 150km private haul road from the Onslow Iron ore project to Ashburton Port in the northwest Pilbara region of Western Australia. Serving as the only corridor for Onslow Iron’s deposits, Road Trust owns a critical transportation infrastructure asset that will assist in unlocking material iron ore deposits previously stranded in the region. Road Trust is co-controlled and managed by Mineral Resources, the majority owner of Onslow Iron. It will be supported by Mineral Resources’ 30+ year track record of delivering leading mining supply chain solutions for tier-one global mining companies.

Morgan Stanley Investment Management has more than 1,300 investment professionals around the world and US$1.5 trillion in assets under management or supervision. Its infrastructure investment platform, Morgan Stanley Infrastructure Partners, is a leading global private infrastructure investor with approximately US$17 billion in assets under management.

Azure Capital acted as financial adviser to Morgan Stanley Infrastructure Partners on the acquisition, including the provision of valuation, structuring and strategic advice, and the negotiation of relevant transaction agreements.

Sale of 7-Eleven Australia to 7IN for A$1.71 billion

In December 2023, the Withers and Barlow families sold its 100% interest in Convenience Group Holdings Pty Ltd (7-Eleven Australia) to 7-Eleven International LLC (7IN) for A$1.71 billion. 7-Eleven Australia is Australia’s leading convenience retailer with a network of over 750 stores across Victoria, New South Wales, ACT, Queensland and Western Australia, processing 250 million transactions each year, and employing more than 9,000 people across the corporate and franchise network.

7IN is a joint venture between 7-Eleven Inc. and Seven-Eleven Japan, Co. Ltd and is responsible for the 7-Eleven’s global growth strategy. 7-Eleven International master franchises and/or licenses more than 46,000 stores in 16 countries and regions.

7-Eleven Inc. is owned by Tokyo-based Seven & i Holdings Co., Ltd and operates, franchises and/or licenses more than 13,000 stores in the U.S., Canada, and Mexico. Seven-Eleven Japan, Co. Ltd. operates more than 21,000 stores throughout Japan.

Azure Capital acted as exclusive financial adviser to 7-Eleven Australia on the sale, including the provision of valuation, structuring and strategic advice, and negotiation of relevant transaction agreements.

A$635m acquisition of Onsite Rental Group

In April 2023, Sime Darby Berhad (“Sime Darby”) through its wholly owned subsidiary, Sime Darby Allied Operations Pty Ltd, completed the acquisition of Onsite Rental Group Limited (“Onsite”) for an enterprise value of A$635m.

Sime Darby operates in the industrial and motors sectors with a presence in 19 countries and territories across the Asia Pacific region. It is listed on the main market of Bursa Malaysia with a market capitalisation of RM14.93 billion (USD3.38 billion) as of 3 April 2023.

Onsite is a market leading provider of business-to-business equipment rental solutions to blue chip customers across a range of industries in the Australian market including resources, energy, industrial and commercial. Azure Capital acted as financial adviser to Sime Darby on all aspects of the transaction including valuation and strategic advice, coordination of due diligence and negotiation of the relevant transaction agreements.

Sale of WIRSOL Energy to Gentari

In February 2023, WIRCON GmbH sold its Australian renewables business, WIRSOL Energy, to a wholly owned subsidiary of Gentari Sdn Bhd (“Gentari”). The WIRSOL Energy portfolio consists of more than 400MW operating assets, a development pipeline of more than 3 GW, Operations and Maintenance (O&M) and Asset Management (AM) services.

WIRCON is a global renewable energy group, which develops high quality renewable energy assets. Since entering the market in 2013, WIRCON has been focusing on expansion in domestic and international locations to initiate the development and construction of solar parks. The WIRCON group has more than 30 employees at its German locations in Mannheim, Berlin and Saarbruecken.

Gentari is a clean energy company focused on delivering the integrated net-zero solutions required to put cleaner energy into action today, to transform how we live tomorrow. Gentari offers lower carbon solutions through three initial core pillars – Renewable Energy, Hydrogen and Green Mobility, forming a portfolio of solutions cutting across the electron value chain to help customers achieve net zero emissions. In the long term, Gentari aims to be a full suite net zero solutions provider, creating greater value, connecting businesses, and making the journey to net zero possible.

Azure Capital acted as exclusive financial adviser to WIRCON GmbH on the sale including the provision of valuation, structuring and strategic advice, restructuring of the portfolio debt financing, and negotiation of relevant transaction agreements.