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| 12 October 2007 |
| JWS advises on Australian professional golf merger |
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The PGA OF AUSTRALIA and the PGA TOUR OF AUSTRALASIA announced in July they had signed a formal agreement to amalgamate and create a single governing body to promote, grow and lead Australian professional golf into the future. This agreement, unanimously endorsed by the Boards of both companies, was the first step in the amalgamation process and heralded a new era for golf in Australia.
National law firm Johnson Winter & Slattery (JWS) is representing both organisations in relation to this merger by way of a Scheme of Arrangement.
On Tuesday, 9 October 2007, the Federal Court approved the dispatch of the Scheme Booklet and the holding of members' meetings to approve the Merger.
PGA Tour of Australasia is a sanctioning organisation for tournament golf in Australasia and represents some 180 elite professional golfers from Australia and New Zealand including Greg Norman, Ian Baker Finch, Robert Allenby, Stuart Appleby, Aaron Baddley and Adam Scott. PGA of Australia has a broad-based membership of professional golfers and is dedicated to the growth and development of the sport at all levels.
Tim Bowley, JWS Lead Partner on the merger, said "This transaction has raised a number of complex issues. Both organisations are unlisted companies limited by guarantee and have in total 27 classes of members. This has required us to approach the structuring of this transaction, including arrangements for member voting, very differently from how we usually approach schemes of arrangements for ASX-listed companies. At the same time, we needed to ensure that the structure put to members was comprehensible, deliverable and as compelling as possible."
The merged organisation will be Australia's largest professional golfing body with nearly 2400 members. Its responsibilities will encompass professional golf from grass-roots level to major Australasian tournaments such as the PGA Championship. On the Merger taking effect, leading Australian golfer Mr. Peter Senior will be appointed Chairman ofthe merged organisation for one year with Mr Geoff Scott (current President of PGA of Australia) taking over as Chairman the following year.
Mr. Max Garske, the current CEO of the PGA of Australia, will be appointed CEO of the amalgamated body with Mr. Ben Sellenger the current CEO of PGA Tour, to assume the position of Commissioner of the Tour Division within the amalgamated entity.
The Merger is scheduled to complete in December this year.
Johnson Winter & Slatter:y firm details
JWS is a national corporate law firm with 34 partners, and offices in Sydney, Melbourne and Adelaide.
The firm represents major private and public sector business organisations in a number of specialist practice areas. The firm is resourced with a bias to senior lawyers with exceptional legal and commercial expertise, ensuring timely decision-making and the delivery of superior legal services.
Media contacts:
Peter Slattery, Managing Partner
Phone. +61 (8) 823971 14
Mobile. +61419819348
EmaiI.Peter.slatter:y@jws.com.au
Alison Hatch, Communications Manager
Phone. +61 (8) 82397148
Mobile. + 61 410 625 00I
Email.alison.hatch@jws.com.au
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