Case study – Sierra Legal advises the shareholders of Clemenger International Freight

Sierra Legal recently advised the shareholders of Clemenger International Freight on a merger transaction, in which Clemenger’s long-term partner, SJ Group, became a major shareholder of Clemenger International Freight, and with the enlarged Clemenger/SJ Group business having approximately 350 staff spanning across 14 cities in Australia, China, Hong Kong and New Zealand.

How it began

When the Managing Director and major shareholder of Clemenger International Freight, Michael Clemenger, first contacted Sierra Legal a few years ago, he had never been through a merger or other form of M&A transaction in the past.

Michael wanted to understand at an early stage what was involved and whether his business was ready for such a transaction.  He needed an experienced legal team that could help him understand and prepare for the process.

How we helped

After spending some time with Michael explaining the process involved in a merger transaction, we initiated a comprehensive “legal audit” of the Clemenger International Freight business.

This involved the following work on our part:

• providing Michael and his senior management team with a detailed legal audit questionnaire;
• collating and reviewing the responses and documents received in response to the questionnaire;
• asking a series of further questions based on those responses and documents; and
• preparing a detailed legal audit report – this report identified “gaps” in the business from a legal perspective and recommended an appropriate way forward to deal with each of those gaps and ensure that the business was otherwise ready for any merger or other transaction.

Following completion of the legal audit, Michael and his team spent some time working through and implementing the recommendations in the legal audit report.

A decision was then made in 2022 to proceed with the merger transaction with SJ Group, and the transaction successfully completed in late 2022.

Was it a success?

Clemenger’s merger with SJ Group was a great success, for both Michael and his fellow shareholder in the company.

The legal audit helped the business get its “backyard in order” before entering into the merger, as well as enabling the due diligence process as a prelude to the merger to be conducted smoothly and without any “surprises”.

Once the recommendations in our audit report were implemented and a decision was made to proceed with the merger, we worked closely with Clemenger’s appointed corporate adviser to ensure that the merger was documented in a way that protected the shareholders to the maximum extent reasonably possible.

What did the client think?

It was fantastic having Sierra Legal’s support throughout the whole journey that began with a comprehensive legal audit of our business a couple of years ago, and then finished with our recent successful merger with SJ Group.  I was always impressed with the high level of legal expertise and experience offered by the team at Sierra Legal, but with the important overlay of always taking a commercial and practical approach.  I also appreciated Sierra Legal’s reasonable and transparent pricing arrangements, and their willingness to work around the clock to meet deadlines and get the transaction completed.

Michael Clemenger

Managing Director, Clemenger International Freight ¶

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