The Vodafone Australia team was preparing to verify their information in the Scheme Booklet to be used for distribution to the shareholders of TPG prior to a vote by them to approve the merger with Vodafone Australia, and subsequently as Vodafone Australia’s listing document for admission of the company to the Australian Securities Exchange (ASX). This was the largest M&A deal ($15billion) on the ASX in over a decade.
The Vodafone Australia team considered verifying the Scheme Booklet the traditional way, using manual processes to prepare an annotated version of the Scheme Booklet, an index, with supporting materials organised in folders.
Dylan Vandervecht, Head of Strategy, Finance & Sales Legal Team explained the team decided to adopt the Atticus verification tool instead.
“One main reason was that due to having experienced certain delays in obtaining regulatory approvals, all parties were keen to complete the overall transaction as quickly as possible after the final regulatory approval was received,” Dylan said.
“To meet deadlines, the windows in which the Scheme Booklet needed to be finalised and verified overlapped significantly, which we anticipated would amplify the administrative burden of manual processes. However, the Atticus tool could accommodate these processes running in parallel with minimal extra work.”
Using the Atticus verification tool was consistent with the Vodafone Australia legal team’s appetite to leverage new technologies to achieve better outcomes.
“It also offered the potential to avoid some of the usual verification pain points, such as the expense of outsourcing this type of work to an external law firm, and the inevitable frustration and version control issues associated with multiple parties preparing, reviewing and verifying a document of this size and complexity.”
The project kicked off shortly before the COVID-19 global pandemic took hold and the entire project team began working remotely on very short notice.
“The Atticus verification tool’s ability to facilitate remote working, while initially seen as a ‘nice to have’, very quickly became an essential success factor which would have been sufficient reason alone to use the tool.”
Head of Strategy, Finance & Sales Legal Team
The Atticus team provided an initial demonstration to the Vodafone Australia collaborators, including law firm Norton Rose Fullbright (NRF).
“Although we initially anticipated the need for follow up support based on our experience introducing other technology solutions, everyone seemed to find the Atticus interface intuitive and easy to use – to the point that no follow up demonstrations were required. For any specific queries while using the tool, team members could use the built-in help chat, which was very responsive,” Dylan said.
“The broader verification team enjoyed being able to easily filter the verification statements allocated to them in various ways, avoiding the need to sort through the entire document.
“They also provided very favourable feedback about being able to upload supporting documents to the platform, avoiding the need to collate, organise and find ways to make documents (some of which were sensitive) available to the broader team.”
Using Atticus enabled the Vodafone Australia legal team to focus on finalising the disclosure and ensuring verification was completed properly, rather than spending time on administrative aspects of the verification process typically associated with the traditional, manual methods.
“The reporting functions of Atticus allowed the team to provide greater visibility on progress and other issues to stakeholders. Also, the output of the reporting functions were easily incorporated into the work products produced by the due diligence committee.”
The success for all parties involved in verification
Atticus helped all of the required verifiers to work together and reduce risk at the same time.
“It allowed collaboration among a large number of verifiers without version control issues and allowed verification to be carried out in parallel with finalising disclosure in the Scheme Booklet,” Dylan said.
“Atticus played a critical role in allowing the verification team to meet tight timelines, while significantly reducing many of the pain points associated with verification, such as version control issues and management of supporting documents.”
The reporting functionality also provided the team with transparency to the timing and progress of the verification workstream without requiring additional work.
“It was great to be able to produce an interactive version of the verified document that anyone could navigate intuitively, including links that instantly bring up the exact location in a source document,” Dylan explained.
“I would recommend using the Atticus verification tool for anyone who is, or may be working remotely/in a distributed manner, anyone seeking to avoid having the verification team experience the pain points or expense associated with the traditional manual methods of carrying out verification, and anyone who wishes to closely monitor the progress and quality of the verification process.”