Case Study – Commercial

Practice Areas: Corporate, Property, Workplace Relations

Team: Marina Papas, Peter Hammond, Dudley Kneller, Sue Harris, Koula Politis, Charles Thompson and Emily Dempster

Client: Nutrition Care Pharmaceuticals Pty Ltd

Madgwicks’ Corporate Team, led by Partner Marina Papas, has successfully concluded the sale of the business and business premises of Nutrition Care Pharmaceuticals Pty Ltd (Nutrition Care) – a privately owned Melbourne-based business – to a subsidiary of a publicly listed company on the Hong Kong stock exchange known as Ausnutria Dairy Corporation Ltd (Ausnutria).

As part of the transaction, the Madgwicks team assisted Nutrition Care with complex negotiations regarding the shareholders’ agreement dealing with the future development of the business, negotiating the transaction documentation, including business sale agreements, protection and transfer of intellectual property rights, employee and consultancy agreements, endorsement agreements, the sale and purchase of manufacturing and warehouse facilities and the transfer of leases in three jurisdictions.

Ausnutria is a leading infant formula company with its production facilities principally based in the Netherlands, the PRC and Australia and engaged in the dairy industry with activities ranging from the research and development, milk collection, processing, production, packaging in the Netherlands and marketing and sales of dairy products to the PRC, Europe, North America, Middle East, Russia and CIS and other overseas countries. Ausnutria has a very strong business presence in China and this purchase enables it to extend its business into the complementary medicine and nutritional health care product industry on a global scale.

Nutrition Care’s former principal, Professor Brighthope has become a director of the purchasing entity and holds a significant interest in the new venture. He is also an ambassador for the new venture and its related entities in the complementary medicine market.