Nick Miller

Nick Miller

Partner / Principal

Melbourne


Personal Experience

Nick specialises in corporate and commercial transactions, with a particular emphasis on acquisitions and disposals of businesses and companies. His expertise includes joint ventures, commercial contracts, governance, corporate law, due diligence and foreign investment. Nick has been rated by Best Lawyers in Australia for Mergers & Acquisitions Law, Corporate Law, Corporate/Governance Practice, Commercial Law since 2014.

Nick has represented Australian (private and government), European, Asian and United States clients operating in various industry sectors, including clients in the manufacturing, distribution, electricity and agribusiness sectors.

He is highly regarded for his negotiation skills and pragmatic approach.

Nick has a particular focus on working with private business owners and for over 30 years has assisted clients achieve the best value upon the sale of their business. His specialised knowledge and experience with private businesses, joint ventures, governance and succession planning helps these clients prepare to secure their best exit.

Nick also undertakes governance and commercial work for a range of not-for-profit organisations.

Nick worked at Clayton Utz (Sydney and Melbourne) for 24 years, including 14 years as a partner before joining Hunt & Hunt in 2013.

Major projects include:

Glen Cameron Group: acted for longstanding client Glen Cameron on the sale of this national logistics and warehousing business to DHL.  The Glen Cameron Group services customers such as Woolworths, Aldi, Chemist Warehouse, Asahi, GrainCorp, Grand Prix Corporation, Mondelez, Siemens and Bega.  This was a complex and heavily negotiated sale, involving a substantial pre-sale restructure of this privately owned group to enable the sale to proceed as a series of share sale transactions.  As well as drafting and negotiating the various sale documents, Nick coordinated the firm’s work across the transaction, including property, employment, industrial issues, commercial contracts and disputes.

AICA Kogyo Co., Ltd: acted for this Japanese multi-national on its divestment of its Australian laminate and decorative materials manufacturing and distribution business, including the related (and complex) matrix of supply, distribution and licensing agreements to apply following the sale.

Cabrini Health:  acted for Cabrini Health Limited:

  • on the restructuring of its Cabrini Pathology operations, to create a joint venture with Melbourne Pathology, including related service agreement arrangements; and
  • on the divestment of Cabrini’s laundry services business to Spotless, and in negotiating a long term linen services agreement to apply post sale between Spotless and Cabrini.

SMS Broadcast: acted for the private seller of this wholesale text messaging business on his sale to MessageMedia.

Agersens Pty Ltd: advised a substantial shareholder in this Ag-Tech company on its proposed sale, and then on a highly contested board and shareholder dispute, culminating in a successful board restructure which in turn enabled a sale to NZ based Gallagher Group Limited.

QEP Australia: advised on its acquisition of Queensland – based P.R. Floors’ wholesale flooring and related products distribution business.

Mustad Hoofcare SA: advised the Mustad Hoofcare Group on the sale of its Australian retail equestrian business operations to EQ Saddleworld Pty Ltd, a joint venture vehicle in which Mustad holds 25% and interests associated with Geoff and James Sinclair hold the remaining 75%.

Britannia: acted for the private owner on his sale of the Britannia sheet metal design, engineering and manufacturing business to the Design Group.

VEC Civil Engineering: Acted for the private owners of this civil contracting business on their sale to Downer EDI Limited. Our work for this long-standing client included advice over several years to assist in preparing the business so that proceeds were maximized on exit.

Hotel GmbH: Acted on its strategic investment in The Lido Group Pty Ltd, an Australian-based corporate and government accommodation aggregator and integrated payment solutions provider.  Our role included undertaking due diligence, documentation of the staged investment over several years, negotiation and completion of the initial (in 2016) and final (in 2019) share tranches.

Private Sellers: acted for the Dixon/Whitbourne family on the sale of their interest in Adbooth Pty Ltd (the operator of the telephone booth/outdoor advertising business under licence from Telstra) to the other shareholder, JCDecaux.

L.H. Perry & Sons: Advised the half owner of this large South Australian petroleum retail and distribution business on his successful exit.  This was achieved through the exercise of the other shareholder’s pre-emptive rights but precipitated by our client entering into an option agreement with an external party and that option being exercised.

Hydro Tasmania: Advised on a range of merger & acquisition, commercial and strategic matters, including:

  • The establishment of the Roaring 40s Renewable Energy joint venture with China Light & Power, under which CLP contributed A$120 million for a 50% interest in Hydro Tasmania’s existing and planned renewable projects
  • The subsequent sale of Roaring 40s’ Chinese and Indian wind farm assets to CLP for approximately A$170 million
  • The acquisition of Momentum Energy Pty Ltd, a Victoria/South Australia electricity retailer in a two-stage transaction with a large proportion of consideration structured as an earn out
  • Other strategic and commercial advice including regarding Basslink, the undersea electricity cable between Victoria and Tasmania.

Private exits: For more than 30 years, Nick has acted in wide range of exit transactions for private owners. Examples include acting for the sellers of The National Confectionery Company (sold to Cadbury Schweppes) and the sellers of Ballarat Vibrated Concrete Industries (sold to Milnes Holdings Limited).

Distressed Sales: acted on the divestment aspects of a range of administrations/receiverships including Bremont Watches, Werribee Fresh, Range River Gold, GMC, Automotive Components, MelbaTex, Ajax Fasteners and Coo’ee on St Kilda. Nick also acted on the divestment by Nylex Limited of 20 businesses / companies over several years for proceeds of approximately $260 million (excluding property).

Ajax Fasteners: Acted for the administrators of this car components business on an “underwrite” agreement with its major car company customers, to secure ongoing supply to those customers.

Leading logistics provider: advised on logistics services contracts with a wide range of corporate customers including Woolworths, Coles/Kmart, BP, CUB, Asahi, Goodman Fielder, Air Liquide, Orora and Asaleo.  Also advised on and negotiated documentation for a major enterprise resource management project for this client.

Laminex Group: Acted on several acquisitions, joint ventures and supply arrangements for critical inputs.

Department of Education and Early Childhood Development (Vic), on behalf of the Ministerial Council for Education, Early Childhood Development and Youth Affairs: advised on the consolidation of 2 ministerially-owned companies, Curriculum Corporation, now renamed Education Services Australia Limited (ESA) and Education.au Limited.  This included advising on a new governance structure for ESA, preparing and negotiating the consolidation documentation and preparing the notices and explanatory material provided to members of each company to approve the consolidation.

The Salvation Army: acted on the establishment of a series of new entities to hold the Army’s Southern Territory’s affordable housing operations then undertook a significant governance review and implementation project to address compliance with both the Community Housing Providers National Law and also the separate Victorian low cost housing regulatory regime.  Also provided strategic commercial advice on various aspects of a telecommunications tender by the Army.

Wesley Mission Victoria: Advised on its merger with 25 separate Uniting Church community agencies and services, including providing advice and documentation in the areas of corporate governance, tax and due diligence.


Private Business Exits

In the this four part video series, Nick provides practical advice for private business owners looking to exit

Recent Posts

Navigating Australia’s Foreign Investment Reforms: A Guide for Discerning Investors

Buyer (and Seller) Beware: Claims under a Sale Agreement and the Australian Consumer Law get aired in Court

Personal Experience

Nick specialises in corporate and commercial transactions, with a particular emphasis on acquisitions and disposals of businesses and companies. His expertise includes joint ventures, commercial contracts, governance, corporate law, due diligence and foreign investment. Nick has been rated by Best Lawyers in Australia for Mergers & Acquisitions Law, Corporate Law, Corporate/Governance Practice, Commercial Law since 2014.

Nick has represented Australian (private and government), European, Asian and United States clients operating in various industry sectors, including clients in the manufacturing, distribution, electricity and agribusiness sectors.

He is highly regarded for his negotiation skills and pragmatic approach.

Nick has a particular focus on working with private business owners and for over 30 years has assisted clients achieve the best value upon the sale of their business. His specialised knowledge and experience with private businesses, joint ventures, governance and succession planning helps these clients prepare to secure their best exit.

Nick also undertakes governance and commercial work for a range of not-for-profit organisations.

Nick worked at Clayton Utz (Sydney and Melbourne) for 24 years, including 14 years as a partner before joining Hunt & Hunt in 2013.

Major projects include:

Glen Cameron Group: acted for longstanding client Glen Cameron on the sale of this national logistics and warehousing business to DHL.  The Glen Cameron Group services customers such as Woolworths, Aldi, Chemist Warehouse, Asahi, GrainCorp, Grand Prix Corporation, Mondelez, Siemens and Bega.  This was a complex and heavily negotiated sale, involving a substantial pre-sale restructure of this privately owned group to enable the sale to proceed as a series of share sale transactions.  As well as drafting and negotiating the various sale documents, Nick coordinated the firm’s work across the transaction, including property, employment, industrial issues, commercial contracts and disputes.

AICA Kogyo Co., Ltd: acted for this Japanese multi-national on its divestment of its Australian laminate and decorative materials manufacturing and distribution business, including the related (and complex) matrix of supply, distribution and licensing agreements to apply following the sale.

Cabrini Health:  acted for Cabrini Health Limited:

  • on the restructuring of its Cabrini Pathology operations, to create a joint venture with Melbourne Pathology, including related service agreement arrangements; and
  • on the divestment of Cabrini’s laundry services business to Spotless, and in negotiating a long term linen services agreement to apply post sale between Spotless and Cabrini.

SMS Broadcast: acted for the private seller of this wholesale text messaging business on his sale to MessageMedia.

Agersens Pty Ltd: advised a substantial shareholder in this Ag-Tech company on its proposed sale, and then on a highly contested board and shareholder dispute, culminating in a successful board restructure which in turn enabled a sale to NZ based Gallagher Group Limited.

QEP Australia: advised on its acquisition of Queensland – based P.R. Floors’ wholesale flooring and related products distribution business.

Mustad Hoofcare SA: advised the Mustad Hoofcare Group on the sale of its Australian retail equestrian business operations to EQ Saddleworld Pty Ltd, a joint venture vehicle in which Mustad holds 25% and interests associated with Geoff and James Sinclair hold the remaining 75%.

Britannia: acted for the private owner on his sale of the Britannia sheet metal design, engineering and manufacturing business to the Design Group.

VEC Civil Engineering: Acted for the private owners of this civil contracting business on their sale to Downer EDI Limited. Our work for this long-standing client included advice over several years to assist in preparing the business so that proceeds were maximized on exit.

Hotel GmbH: Acted on its strategic investment in The Lido Group Pty Ltd, an Australian-based corporate and government accommodation aggregator and integrated payment solutions provider.  Our role included undertaking due diligence, documentation of the staged investment over several years, negotiation and completion of the initial (in 2016) and final (in 2019) share tranches.

Private Sellers: acted for the Dixon/Whitbourne family on the sale of their interest in Adbooth Pty Ltd (the operator of the telephone booth/outdoor advertising business under licence from Telstra) to the other shareholder, JCDecaux.

L.H. Perry & Sons: Advised the half owner of this large South Australian petroleum retail and distribution business on his successful exit.  This was achieved through the exercise of the other shareholder’s pre-emptive rights but precipitated by our client entering into an option agreement with an external party and that option being exercised.

Hydro Tasmania: Advised on a range of merger & acquisition, commercial and strategic matters, including:

  • The establishment of the Roaring 40s Renewable Energy joint venture with China Light & Power, under which CLP contributed A$120 million for a 50% interest in Hydro Tasmania’s existing and planned renewable projects
  • The subsequent sale of Roaring 40s’ Chinese and Indian wind farm assets to CLP for approximately A$170 million
  • The acquisition of Momentum Energy Pty Ltd, a Victoria/South Australia electricity retailer in a two-stage transaction with a large proportion of consideration structured as an earn out
  • Other strategic and commercial advice including regarding Basslink, the undersea electricity cable between Victoria and Tasmania.

Private exits: For more than 30 years, Nick has acted in wide range of exit transactions for private owners. Examples include acting for the sellers of The National Confectionery Company (sold to Cadbury Schweppes) and the sellers of Ballarat Vibrated Concrete Industries (sold to Milnes Holdings Limited).

Distressed Sales: acted on the divestment aspects of a range of administrations/receiverships including Bremont Watches, Werribee Fresh, Range River Gold, GMC, Automotive Components, MelbaTex, Ajax Fasteners and Coo’ee on St Kilda. Nick also acted on the divestment by Nylex Limited of 20 businesses / companies over several years for proceeds of approximately $260 million (excluding property).

Ajax Fasteners: Acted for the administrators of this car components business on an “underwrite” agreement with its major car company customers, to secure ongoing supply to those customers.

Leading logistics provider: advised on logistics services contracts with a wide range of corporate customers including Woolworths, Coles/Kmart, BP, CUB, Asahi, Goodman Fielder, Air Liquide, Orora and Asaleo.  Also advised on and negotiated documentation for a major enterprise resource management project for this client.

Laminex Group: Acted on several acquisitions, joint ventures and supply arrangements for critical inputs.

Department of Education and Early Childhood Development (Vic), on behalf of the Ministerial Council for Education, Early Childhood Development and Youth Affairs: advised on the consolidation of 2 ministerially-owned companies, Curriculum Corporation, now renamed Education Services Australia Limited (ESA) and Education.au Limited.  This included advising on a new governance structure for ESA, preparing and negotiating the consolidation documentation and preparing the notices and explanatory material provided to members of each company to approve the consolidation.

The Salvation Army: acted on the establishment of a series of new entities to hold the Army’s Southern Territory’s affordable housing operations then undertook a significant governance review and implementation project to address compliance with both the Community Housing Providers National Law and also the separate Victorian low cost housing regulatory regime.  Also provided strategic commercial advice on various aspects of a telecommunications tender by the Army.

Wesley Mission Victoria: Advised on its merger with 25 separate Uniting Church community agencies and services, including providing advice and documentation in the areas of corporate governance, tax and due diligence.


Private Business Exits

In the this four part video series, Nick provides practical advice for private business owners looking to exit

Nick Miller

Partner / Principal

Melbourne


Awards

  • Best Lawyers in Australia (Since 2014) for Mergers & Acquisitions Law, Corporate Law, Corporate/Governance Practice, Commercial Law
  • Leading Corporate Governance Lawyer, Who’s Who Legal 2020 (and 2019, 2018, 2017 & 2016)
  • Australian M&A Lawyer of the Year, Corporate LiveWire, 2017
  • Woodside Better Business Award Victoria, Creative Partnerships Australia, 2013

    Education and Accreditation

    • Bachelor of Economics, University of Sydney, 1985
    • Bachelor of Laws, University of Sydney, 1987
    • Masters of Laws, University of Sydney, 1995

    Publications

    Memberships and Associations

    • Member, Australian Institute of Company Directors
    • Member, Law Institute of Victoria
    • Chair, Experimenta Media Arts Inc (2008-2014)

    Recent Posts

    Buyer (and Seller) Beware: Claims under a Sale Agreement and the Australian Consumer Law get aired in Court

    Deadline to apply for Director ID is fast approaching

    Silver Linings of the Pandemic – Federal Parliament Passes Permanent Changes to Allow Electronic Signing of Documents and Virtual Meetings