Michael Wilton

Michael’s expertise lies in transactions (including associated financing) and contracts. He has successfully undertaken most types of regulated or private/unregulated corporate transactions, including many for ASX listed companies.

Over the course of his career, Michael has acted for many foreign investors in Australia, especially from China, the USA and UK, and also continental Europe. In addition, he has advised on various mergers, acquisitions, capital market transactions and projects, including infrastructure projects and ICT procurement projects, both in Australia and internationally.

Michael has excellent working relationships with regulators including the Australian Securities & Investments Commission (ASIC) and the Australian Securities Exchange (ASX), and has been involved in numerous submissions and working groups dealing with reforms to Australia’s M&A and capital markets frameworks over many years.

He is a long-standing member (over 20 years) of the Corporations Committee of the Law Council of Australia, and in 2022 he was privileged to be included in the ‘Best Lawyers’ list for corporate, as he has been for many years.

Michael has advised on a large number of public (listed company) and private treaty M&A transactions over many years.

Public company M&A transactions include:

• Sinosteel takeover of Midwest Mining (2007) (hostile takeover);
• Sunbeam Foods Scheme of Arrangement (2009);
• Jinshunda takeover of Anchor Resources (2010) (hostile takeover);
• TYO selective reduction of capital and ASX delisting (2015);
• 5GN takeover of Webcentral Limited (2020);
• 5GN Webcentral merger by Scheme of Arrangement (2021);
• Webcentral hostile takeover bid for Cirrus Networks Limited (2022); and
• various control transactions achieved by shareholder approved placement under section 611 (item 7).

Private treaty M&A transactions include:

• acting for Pacific National in the A$280m acquisition of Freight Victoria (2003);
• competitive trade sale of Monash IVF (>$200m) (2009);
• Western United $125m establishment (2017)
• Judo Bank advising foundation shareholder on $40m investment (2019); and
• various offshore oil and gas transactions (Anzon, Bass Strait, NW Shelf and others 2002-current);

Primary issues / IPO:

• Treyo Leisure and Entertainment Limited (TYO) and Xiaoxiao Education Limited (XXL) – IPOs of Chinese businesses on ASX during 2009 and 2010;
• MYOB IPO;
• MYOB is the largest supplier of accounting software in Australia and one of the largest in the world (1999);
• IPO of 5G Networks Limited (2017); and
• numerous other IPOs including in the technology and pharmaceuticals sectors, and in the Australian resources sector (iron ore, coal and gold), and various cross-border listings (including China/Australia)

Secondary issues:

• rights issues by ASX listed companies to raise capital for new projects and to recapitalise (for example during the Global Financial Crisis in 2008 and 2009), including short form and low-doc prospectuses, Jumbo and AREO rights issue transactions (accelerated timetable), and multi-jurisdictional rights issues (including offers to USA resident shareholders); and
• private placements, PIPE transactions, share purchase plans, dividend reinvestment plans, retail offers (spread) and executive and employee share and option plan offers.

Projects include:

• advising Itochu Corporation on its equity participation in the successful Aquasure consortium bidding for the Victorian desalination project (2010);
• acting for the Victorian Government on various substantial ICT projects including the TPAMS project, which was a whole of government procurement of telecommunications and related services involving multi-supplier negotiations and an innovative panel-style approach to procurement processes (2005-2006) (VicFibreLINKS (2009-2010) Pubic WiFi Project and VicConnect Project (2013-2014) the Mobile Black Spots Program (2014-2015) and Regional connectivity (2015-2016)); and
• acting for Victorian Rail Track Corporation on a range of telecommunications matters, including the redevelopment and implementation of PPP financed fibre optic telecommunications network and subsequent modification to public financed project.

Other corporate:

• share buybacks, corporate reconstructions, M&A transactions and joint ventures/equity participation arrangements for major projects.

• Director, Deacons (Norton Rose Fulbright predecessor) 2002-2006 (chairman 2004-2006)
• Head of Norton Rose Fulbright mergers and acquisitions and equity capital markets group 2005-2010
• Head of Norton Rose Fulbright Melbourne corporate practice 2005-2010
• Head of Cornwalls’ Capital Markets team 2016-present

• Finalist – Commercial Team of the Year, Lawyers Weekly Australian Law Awards 2023
• Recognised in Corporate/Governance Practice Mergers & Acquisitions Law, Best Lawyers 2010 – 2022, Australia