Last year's acquisition of WMC Resources made BHP Billiton the world's second largest producer of copper, the world's third largest producer of nickel, and the world's fifth largest producer of uranium.

Such information has been in the public domain for some time and is perhaps of most interest to investors who are only too keenly aware of the strong demand for energy from high-growth economies such as China.

But known to fewer members of the public was the number of complex legal challenges that arose during the transaction, and the degree of innovation required to solve them.

That may be about to change, as the legal participants in Australia's largest ever contested takeover offer and largest ever cash deal were rightly rewarded for their achievements at the ALB Australasia Law Awards.

The awards, organised by Australasian Legal Business magazine and now in its second year, was held at the glamorous Sheraton on the Park. A record attendance of more than 350 corporate lawyers, private practitioners, investment bankers, accountants and industry heads crammed into the Grand Ballroom to recognise excellence in the provision of legal services across the Australasian region in 2005.

With tables sold out well in advance, those lucky enough to be in attendance were eager to learn which way the judging panel had voted - in a year that one high-profile practitioner described as "gangbuster".

In addition to being Australia's largest ever contested takeover offer and largest ever cash deal, the offer for WMC by BHP Billiton - the country's largest listed company, measured by both market capitalisation and profitability - is also now the proud recipient of Australasian Deal of the Year.

Despite being counsel to the losing bidder for WMC - Swiss mining rival Xstrata - Mallesons Stephen Jaques' involvement on the complex deal helped it to a clear margin of victory over its nearest and dearest. Its 10 trophies on the evening was four more than that of Allens Arthur Robinson and Freehills.

The most improved performance at the annual awards, year on year, went to Blake Dawson Waldron. In addition to its work on the Chatswood Transport Interchange and Allco Max Securities and Mortgage Trust - which collected the Commercial Property and Construction Award and Debt Market Award, respectively - the firm profited from securing the prestigious role of key counsel to BHP Billiton on the WMC takeover.

And it was the in-house team at BHP Billiton, led by the much-admired John Fast, that took out the Australian In-House Team and Australasian In-House Lawyer awards.

Both Fast and his team, which included company secretary Karen Wood, played a crucial role on the WMC deal. As members of the Australian Takeovers Panel, Fast and Wood were able to bring first-hand experience to a lot of the technical detail in the specialised area of takeovers - something that, in the not-too-distant past, would have been the exclusive domain of external lawyers. Their work in particular resulted in the company's efficient approach to hedge funds and its ability to avoid a drawn-out takeover.

The 2006 ALB Australasia Law Awards were broader in scope than last year, with additional law firm categories added to the flagship event as well as a number of in-house categories.

The awards for legal excellence were spread across 27 categories in total, with recognition placed on the key transactions in Australia and New Zealand that took place in 2005 and the firms that acted on those deals.

The finalists in each deal category were assessed against a range of criteria including deal value, complexity, number of parties involved, innovative deal structure, timeframe for completion and significance to the market. Meanwhile, finalists in each firm category were recognised for their outstanding client service as well as their ability to combine rigorous analysis with astute judgment to give clients a competitive edge.

As one attendee commented: "It was a great night, which was really well executed. A long and bright future for the event is now inevitable."

Law Image Service Award
Australian Deal of the Year

WINNER
BHP Billiton - WMC Resources

FINALISTS
Chatswood Transport Interchange
CLP-Singapore Power
Royal Women's Hospital Redevelopment
SP AusNet

Why: BHP Billiton's A$9.2bn cash takeover offer for ASX-listed mining company WMC Resources involved BHP Billiton successfully completing a A$7.85 per share cash offer. To put this transaction in context, BHP Billiton is Australia's largest listed company, measured by both market capitalisation and profitability, and its offer for WMC is Australia's largest ever contested takeover offer, and largest cash deal.
Closing date: Over 50% of WMC Resources shares acquired by 3 June 2005. One hundred per cent acquired by 2 August 2005.
Size: With a financial value of A$9.2bn, the deal was Australia's largest ever contested takeover offer, and largest cash deal. It involved more than nine months of legal work.
Complexity: There was considerable complexity arising from the competitive nature of the transaction. As a result, a number of tactical scenarios were considered. The sheer size of the transaction also increased the number and importance of issues that needed to be addressed. There was particular complexity in structuring the closing phase strategy.
Breadth: Given the global significance of the deal, competition law issues had to be considered in over 15 jurisdictions. WMC Resources had major operations in three separate sectors: a large copper/uranium mine, a large integrated nickel business and a phosphate mine with integrated fertiliser production facilities. The due diligence process had to review all these (together with corporate matters), identifying material issues and eliminating immaterial issues.
Innovation: The closing phase strategy adopted had novel features, including obtaining novel ASIC relief to allow use of an acceptance facility during the final week. Other bidders attempting to use a similar strategy have not retained an acceptance facility or secured similar ASIC relief, and have not been successful in achieving compulsory acquisition.

An inside view
There was considerable complexity arising from the competitive nature of the transaction. As a result, a number of tactical scenarios were considered. The sheer size of the transaction also increased the number and importance of issues that needed to be addressed. There was particular complexity in structuring the closing phase strategy.

Given the global significance of the deal, competition law issues had to be considered in over 15 jurisdictions. WMC Resources had major operations in three separate sectors: a large copper/uranium mine, a large integrated nickel business and a phosphate mine with integrated fertiliser production facilities. The due diligence process had to review all these (together with corporate matters), identifying material issues and eliminating immaterial issues.

The closing phase strategy adopted had novel features, including obtaining ASIC relief to allow the use of an acceptance facility during the final week. Other bidders attempting to use a similar strategy have not retained an acceptance facility or secured similar ASIC relief, and have not been successful in achieving compulsory acquisition.

In May 2005, BHP Billiton's A$9.2bn bid for WMC Resources reached a critical stage. BHP Billiton wanted to bring the transaction to a successful close but faced resistance from hedge funds and shareholders hoping to defer CGT liability, who were in no hurry to accept. The solution was to utilise complex statutory requirements to create a closing phase deadline that required acceptances for at least 50% of WMC shares by 7.30pm on Friday 3 June to prevent the bid lapsing. BHP Billiton's interest in WMC moved through 50% on the afternoon of 3 June, and by that night had increased to 76%. As a result BHP Billiton's takeover offer was extended automatically for two weeks and became unconditional. Only a week or so earlier, BHP Billiton had an interest of less than 10% of WMC.

Having advised BHP Billiton in relation to WMC since October 2004, the Blake Dawson Waldron team was heavily involved in devising and implementing this final leg in BHP Billiton's takeover strategy, producing a successful outcome in a relatively short period (compared to other recent/comparable Australian takeover bids). During the two-week automatic extension, BHP Billiton reached 90% ownership of WMC, at which point it proceeded the compulsory acquisition of the outstanding WMC shares.

The full list of winners

Project Control Group Award
Commercial Property and Construction Deal of the Year

WINNER
Chatswood Transport Interchange
Firms: Mallesons Stephen Jaques; Clayton Utz; Blake Dawson Waldron; Freehills; Piper Alderman
Banks: Commonwealth Bank of Australia; Babcock & Brown Real Estate Finance
Accountant: PricewaterhouseCoopers

FINALISTS
Darwin City Waterfront Project
IHG property disposal
Kooragang Coal Loader Project
Newcastle Mater hospital redevelopment
Rhodes Peninsula redevelopment
Sheraton Mirage

Strategic Lifestyle Management Award
Energy & Resources Deal of the Year

WINNER
CLP - Singapore Power
Firms: Mallesons Stephen Jaques; Baker & McKenzie; Minter Ellison; Clayton Utz
Banks: JPMorgan; Morgan Stanley
Accountants: Deloitte Touche Tohmatsu; KPMG

FINALISTS
AGL - Southern Hydro
BHP Billiton - WMC Resources
CHH - Matariki Forests
CIF - Inexus Group
JFE Western 4 joint venture
Loy Yang A refinancing
West Kimberley Power Project

Bose Australia Award
Infrastructure Deal of the Year

WINNER
Darwin City Waterfront Project
Firms: Mallesons Stephen Jaques; Freehills; Cridlands; NT Department of Justice
Bank: ABN AMRO
Accountants: PricewaterhouseCoopers; KPMG

FINALISTS
ARTC alliance contracts
Chatswood Transport Interchange
Royal Melbourne Showgrounds redevelopment
Southbank PPP Project
Victoria SmartCard Solution

IT/Telco Deal of the Year

WINNER
Reach restructure
Firms: Mallesons Stephen Jaques; Gilbert + Tobin; Simmons & Simmons

FINALISTS
Project Vipro joint venture
Unwired - Intel

ADERANT Award
Insolvency & Restructuring Deal of the Year

WINNER
Australian Growth Limited
Firms: Clayton Utz; Mallesons Stephen Jaques; Piper Alderman; Deacons
Bank: National Australia Bank
Accountants: PPB; Ernst & Young; PKF

FINALISTS
Reach restructure
Rowena-Oakleigh liquidations
Westbus sale

Yvonne Allen & Associates Award
Securitisation Deal of the Year

WINNER
RAMS Home Loans XCP program
Firms: Mallesons Stephen Jaques; Mayne Wetherell; Mayer, Brown, Rowe & Maw; Seward & Kissell; Clayton Utz
Banks: Merrill Lynch Money Markets Inc; Citigroup Global Markets Inc

FINALISTS
Adelaide Bank Series 2005-1 (AAA) TORRENS Trust
National Australia Bank CLO
OASIS/Orchid Series 2005-1

Hughes-Castell Award
Project Finance Deal of the Year

WINNER
Royal Women's Hospital redevelopment
Firms: Minter Ellison; Mallesons Stephen Jaques; Allens Arthur Robinson; Deacons; Freehills; Corrs Chambers Westgarth; Blake Dawson Waldron
Banks: Macquarie Bank, ANZ Bank
Accountants: KPMG; PricewaterhouseCoopers

FINALISTS
Braemar Power Station Project
Newcastle Mater hospital redevelopment
Otway Gas Project
Southbank PPP Project
Woolnorth Bluff Point Wind Farm

Elias Recruitment Award
Debt Market Deal of the Year

WINNER
Allco Max Securities and Mortgage Trust
Firms: Mallesons Stephen Jaques; Freehills; Blake Dawson Waldron
Banks: Société Générale; Grange Securities Limited; JPMorgan; Allco Finance Group Limited; Allco Funds Management Limited

FINALISTS
CLP - Singapore Power
Foodland Associated Limited
Great Southern Plantations - TREES3
Mobius NCM 03 Trust
Tempo Services acquisition

WHK Greenwoods Award
Equity Market Deal of the Year

WINNER
SP AusNet
Firms: Freehills; Allen & Gledhill; Sullivan & Cromwell; Allens Arthur Robinson; WongPartnership; Pillsbury Winthrop Shaw Pittman
Banks: DBS; UBS; Morgan Stanley
Accountants: KPMG / KPMG Transaction Services

FINALISTS
Alinta
Challenger Infrastructure Fund
Goodman Fielder
Spark
Tattersall's
Vector

Jack Daniel's Single Barrel Tennessee Whiskey Award
M&A Deal of the Year

WINNER
BHP Billiton - WMC Resources
Firms: Blake Dawson Waldron; Allens Arthur Robinson; Wachtell, Lipton, Rosen & Katz; Slaughter and May; Mallesons Stephen Jaques; Cravath, Swaine & Moore; Freehills; Sullivan & Cromwell
Banks: Deutsche Bank; Carnegie Wylie & Company; UBS; Citigroup

FINALISTS
CLP - Singapore Power
Foodland Associated Limited
Fosters - Southcorp
GPT - Babcock & Brown
Ramsay Health Care - Affinity Health
San Miguel - National Foods

Transport Firm of the Year

WINNER
Clayton Utz

FINALISTS
Blake Dawson Waldron
Ebsworth & Ebsworth
Middletons
Minter Ellison
Norton White
Phillips Fox

Employment Specialist Firm of the Year

WINNER
Harmers Workplace Lawyers

FINALISTS
Australian Business Lawyers
Carroll & O'Dea
Fisher Cartwright Berriman

LawMaster Award
IP Specialist Firm of the Year

WINNER
Davies Collison Cave

FINALISTS
Griffith Hack
Phillips Ormonde & Fitzpatrick
Spruson & Ferguson

La Trobe University Award
International Firm of the Year

WINNER
Sullivan & Cromwell

FINALISTS
Jones Day
Pillsbury Winthrop Shaw Pittman
Skadden, Arps, Slate, Meagher & Flom

The Executive Centre Award
Investment Bank Team of the Year

WINNER
UBS

FINALISTS
ABN AMRO
Deutsche Bank
Goldman Sachs
Macquarie Bank Limited
Merrill Lynch

Banking & Financial Services In-House Team of the Year

WINNER
Babcock & Brown

FINALISTS
ANZ Bank
BankWest
CUSCAL
Perpetual Limited
Westpac

Christian Dior Award
Government In-House Team of the Year

WINNER
Department of Defence

FINALISTS
Australian Taxation Office
Department of Employment and Workplace Relations
Department of Finance and Administration
Department of Immigration and Multicultural Affairs

Montblanc Award
Insurance In-House Team of the Year

WINNER
IAG

FINALISTS
Allianz
Promina
QBE
Zurich Group

Chapman Tripp Award
New Zealand In-House Team of the Year

WINNER
Fonterra Co-operative Group

FINALISTS
Air New Zealand
ANZ Bank
Contact Energy
Meridian Energy
Telecom New Zealand
Vector
Westpac

Bally Award
Australian In-House Team of the Year

WINNER
BHP Billiton

FINALISTS
AGL
Alinta
AMP
IBM
Network Ten
Telstra

3M Office Supplies Award
Australasian In-House Lawyer of the Year

WINNER
John Fast - BHP Billiton

FINALISTS
David Cohen - AMP
David Matthews - Fonterra
James Coyne - GPT
Mark Verbiest - Telecom New Zealand
Murray King - Alinta
Nicolas Short - Carter Holt Harvey

New Zealand Deal Team of the Year

WINNER
Bell Gully - Corporate/M&A

FINALISTS
Chapman Tripp - Corporate/M&A
Russell McVeagh - Corporate/M&A

legalsuper Award
Australian Deal Team of the Year

WINNER
Freehills - Capital Markets

FINALISTS
Allens Arthur Robinson - Corporate/M&A
Blake Dawson Waldron - Corporate/M&A
Clayton Utz - Major Projects
Mallesons Stephen Jaques - Project Finance
Minter Ellison - Energy & Resources

New Zealand Dealmaker of the Year

WINNER
John Strowger - Chapman Tripp

FINALISTS
Garth Sinclair - Russell McVeagh
Gavin Macdonald - Bell Gully

WordWave International Award
Australian Dealmaker of the Year

WINNER
Ewen Crouch - Allens Arthur Robinson

FINALISTS
David Williamson - Blake Dawson Waldron
Philippa Stone - Freehills
Stephen Minns - Mallesons Stephen Jaques

New Zealand Deal of the Year

WINNER
INL - Sky TV

FINALISTS
PGG - Wrightson
Rank Group - Fonterra

Why: The merger between Independent Newspapers Limited (INL) and Sky Network Television Limited (Sky TV) was the culmination of a series of transactions effected over a two-year period following the sale of INL's publishing businesses for approximately NZ$1.19bn. The transactions included a cash/scrip takeover offer for shares in New Zealand pay TV operator Sky TV under which INL increased its holding from 66% to 78% and a court approved capital reduction of NZ$340m.
Closing date: July 2005.
Size: NZ$3.27bn.
Complexity: Complex merger structure and documentation (combination of cash and new shares). A very complex deal structured to satisfy the requirements of a number of influential stakeholders, including to effect merger in a tax efficient way.
Breadth: Stock exchange and regulatory approvals required in NZ and Australia. The deal involved significant corporate, securities and tax law inputs and the securities law inputs spanned a number of jurisdictions.
Innovation: The merger structure was the first of its kind in New Zealand and involved complex regulatory and structural matters. The associated transaction between Telecom and INL was also the first of its kind in New Zealand.

Bell Gully assisted in the design of the complex structure to effect the merger of INL and Sky. This involved a court-approved scheme of arrangement under which Sky TV and INL were acquired by a newco and then amalgamated into a new company. Following the amalgamation aspect of the scheme of arrangement the newco was renamed Sky Network Television Limited (the same as the former Sky TV).

The merged company is listed on the NZX and the ASX and is included in the NZX15 index. The merger process involved obtaining INL shareholder, Sky TV shareholder and High Court approvals. Buddle Findlay assisted the independent directors of Sky TV to negotiate the structure and terms of the merger in a way that would protect the interests of Sky's minority shareholders. Shareholders of both INL and Sky received a mixture of cash and scrip consideration for their shares under the amalgamation.

Bell Gully also obtained the necessary regulatory approvals (including those for NZX and ASX listings), and prepared the extensive documentation required to effect the merger (including the shareholder meeting materials which satisfied NZ and Australian prospectus requirements, and court-related documents).