Firm advises on acquisition marking a corporate law first in New Zealand

  • Firm news

    21 May 2024

Firm advises on acquisition marking a corporate law first in New Zealand Desktop Image Firm advises on acquisition marking a corporate law first in New Zealand Mobile Image

Lunit Inc. has acquired all of the ordinary shares in Volpara Health Technologies Limited by way of a court approved scheme of arrangement.

Volpara makes software to save families from cancer and shares a similar vision to Lunit to “conquer cancer through AI”. Implementation of the scheme is expected to support and enhance Volpara’s ability to save families from cancer via greater access to research resources, technology, people, products and capital.

The scheme’s implementation resulted in Volpara becoming a fully owned subsidiary of Lunit with Volpara expected to be delisted from the ASX today. Volpara’s shareholders received AUD1.15 in cash per share which was significantly above the independent adviser’s valuation range of AUD0.67 to AUD0.82 per share.

Leading New Zealand law firm MinterEllisonRuddWatts advised Volpara on the first-of-its-kind acquisition. The deal is the first scheme of arrangement completed in New Zealand for a company solely listed on the ASX. It is also the first scheme that utilised the court’s powers to grant ancillary orders allowing out-of-the-money options to be cancelled and the scheme timetable to be accelerated.

Corporate Partner Isaac Stewart co-led the firm’s deal team and says: “Lunit’s acquisition of Volpara is a testament to the high quality of Volpara’s products, Volpara’s significant US market presence, and the hard work of its employees. 

“We are proud to have played a role in this significant landmark deal. The acquisition of Volpara by Lunit not only signifies a milestone in New Zealand's corporate law history, but also underscores the potential of AI and computer-aided-detection in the fight against cancer.”

Corporate Partner John Conlan says: “We pride ourselves on our strategic advice and believe the outcome of the scheme is a testament to this. AUD1.15 per share was a fantastic result for Volpara’s shareholders – accelerating a capital return that was substantially above the independent adviser’s valuation range, and at a notable premium to pre-announcement trading.”

The MinterEllisonRuddWatts deal team was co-led by Corporate partners Isaac Stewart and John Conlan, and included Corporate Solicitor Nick Stewart and support from Litigation Partner Andrew Horne, Senior Solicitor Oliver Sutton and Solicitor Tayla Robinson. The New Zealand deal team worked alongside Ben Smith from MinterEllison on the Australian aspects of the transaction.