transaction
McInnes Wilson Lawyers has advised the shareholders of RGB Assurance on a 100% share divestment to TSA Riley.
about RGB Assurance
RGB Assurance is an engineering consulting firm specialising in the provision of consultancy services, software development and training in the area of high-integrity, safety-critical systems. In particular, RGB Assurance specialise in complex, multi-technology systems comprising software and electronic hardware.
The company has offices in Brisbane and Perth, and employs experts in systems assurance, systems engineering and software engineering.
About TSA Riley
TSA Riley is a national consultancy business that is majority owned by Quadrant Private Equity.
The Sydney-headquartered company consults and partners with government and private sector clients to deliver complex programmes and projects across a range of infrastructure and social infrastructure sectors, including road, rail, healthcare and education.
With the arrival of RGB's specialist engineering consultants, TSA Riley grows its existing systems engineering and safety assurance advisory capabilities beyond Victoria and into Queensland and Western Australia.
Work provided by MCW
McInnes Wilson Lawyers advised the shareholders of RGB Assurance in all aspects of the transaction including:
- negotiating the principal share purchase agreement, which included bespoke earn out consideration and scrip consideration concepts;
- advising the scrip shareholders on the terms of the existing shareholders’ agreement for the acquirer;
- specialist tax advice regarding the taxation implications for the shareholders (in particular, advice on eligibility for scrip for scrip rollover relief);
- industrial relation advice on post-completion services agreements with the acquirer; and
- various completion matters.
The Corporate and Commercial Advisory team was led by Chris Davis and Nick Camphin, who were assisted by Georgia McNamara.
The Corporate and Commercial Advisory team were assisted by other teams in the Brisbane office, including Seone Woolf of the Industrial Relations Team and Natalie Cameron of Tax & Revenue.
You can find more information about the McInnes Wilson Lawyers Corporate and Commercial Advisory team and their transactional experience here or contact one of our team members here.
Principal
Principal
Senior Associate