Takeover defence and public transactions
Takeovers and other public merger and acquisition transactions are the most demanding transactions that most companies and boards will face. Takeovers involve a unique combination of strategy, psychology, public and regulatory scrutiny, extremely tight timeframes and the navigation of a complex set of legal rules. A successful bid or defence requires advisers with deep takeover experience and expertise, strategic judgment and responsiveness.
We are the leading takeover advisers in New Zealand, with a market share that has seen us regularly retained on most listed company takeover activity in New Zealand. We regularly represent targets, bidders, independent committees, hedge and arbitrage funds and other shareholders on various aspects of listed market takeover activity.
We believe that we are an essential contributor to takeover success. We are proven experts who set the benchmark for takeover advice in New Zealand. We have the strategic judgment and legal acumen to assist our clients achieve their strategic objectives. We have significant expertise in advising on “friendly” transactions, as well as defending target companies from unsolicited and “hostile” approaches. We have advised on the highest value takeover in New Zealand (Rank Group’s $3.6 billion two-stage full takeover offer for Carter Holt Harvey), some of the most complex takeovers ever undertaken in New Zealand (including Prime Infrastructure’s $780 million cash and scrip takeover offer for Powerco and Bacardi’s offer for eight different classes of equity securities in 42 BELOW). We have also advised on the longest running takeover response strategy for a listed entity, advising Abano on its response to six takeover proposals (including four 'hostile' or unsolicited takeover proposals and two 'friendly' takeover-by-scheme of arrangement proposals) over a period of 14 years.
We have an excellent relationship with the Takeovers Panel, the regulator of the Takeovers Code. One of our Directors, Nathanael Starrenburg, is a member of the Panel. We have a strong record of securing exemptions from the Takeovers Panel and appear at Takeovers Panel hearings on behalf of our clients. In addition to our specialist expertise on takeovers matters, we have deep experience advising on other public/regulated merger and acquisition transactions, including takeovers and mergers effected by way of statutory amalgamations and court approved schemes, as well as takeovers effected under the NZX Listing Rules.
Advised NZX listed Abano Healthcare Group on two announced takeovers-by-scheme of arrangement by a bid consortium comprising BGH Capital and Ontario Teachers’ Pension Plan
Advised ASX listed Centuria Capital Group on its successful cash and scrip takeover offer for NZX listed Augusta Capital
Advised SGX listed Silverlake Axis on its participation (as a seller and lock-up party) in a full cash takeover offer for NZX listed Finzsoft Solutions and on a previous joint venture takeover offer by Silverlake Axis to acquire majority control of Finzsoft
Advised Grafton Health on its successful full cash takeover offer for NZX / ASX dual listed Orion Health
Advised NZX / ASX dual listed Restaurant Brands New Zealand on its response to a 75% partial cash takeover offer from Mexican investment firm Finaccess Capital
Advised Singapore based Yang Kee Logistics on the successful takeover-by-scheme of arrangement of NZX listed Fliway Group
Advised NZX listed Hellaby Holdings on its response to a full cash takeover offer from ASX listed Bapcor
Advised NZX listed Abano Healthcare Group on its defence of an unsolicited partial cash takeover offer from Healthcare Partners
Advised NZX listed Pulse Energy’s independent committee of directors on Pulse’s response to a full cash takeover offer from Buller Electricity
Advised King Country Energy on its response to a full cash takeover offer from NZX listed Trustpower and on its response to a subsequent full cash takeover offer from a bid consortium comprising Trustpower and King Country Electric Power Trust
Mergers and acquisitions
Mergers and acquisitions, business acquisitions and divestments and other change of control transactions are significant events, and often involve high-value commercial considerations, complex arrangements, demanding negotiations and tight timeframes. We have the expertise to assist clients with each of these aspects. However, for us, mergers and acquisition advice is about far more than the law, it is about the outcome. Our lawyers embrace innovation and look ‘outside the box’ to achieve results for our clients. We use our significant experience and talent to blend insightful legal advice with tactical and strategic commercial input.
We provide clients with: a deep knowledge of and insight into transaction processes as well as the various legal mechanisms that can be used to mitigate transaction risk and maximise outcome; negotiation input based on broad experience with international and domestic parties, trade buyers and financial sponsors; and meaningful and well informed insight on market standards.
We advise on all aspects of corporate transactions, including strategy, structuring, due diligence, transaction project management, documentation preparation and negotiation, Overseas Investment Office and other regulatory consents, equity and debt financing and completion.
Our hallmark is delivering that extra effort to our clients. We are absolutely committed to their success. Our expertise, insight and a tenacious work ethic set us apart and delivers to our clients a vital business advantage.
Advised UK-based Access Group on its acquisition of Unleashed Software Limited – an inventory management software company
Advised Canadian media organisation Blue Ant on a number of transactions in New Zealand and Australia, including the sale of Top TV to Discovery and the sale of Blue Ant Australia to RACAT
Advised NZX / ASX dual listed Pushpay Holdings on the US$87.5 million acquisition of Community Church Builder
South Island based Dairy Holdings Limited is New Zealand’s pre-eminent scale corporate dairy farming enterprise. The firm has acted for its major shareholder since 2010 in a succession of transactions culminating in the introduction in 2019 of interests associated with Canada’s Public Sector Pension Investment Board as a 24.9% cornerstone shareholder
Advised Rimu SA, the owner and operator of dairy farms in Chile, and substantially owned and controlled by interests associated with New Zealand’s leading farming families, in the management of various equity transactions culminating in the introduction of Drake Enterprises A.G. as a significant shareholder in the Rimu group
Advised Fulton Hogan Limited on its acquisition of Stevenson Construction Materials Limited - one of New Zealand's largest aggregate producers
Advised NZX listed Vector Limited on its acquisition of E-Co Products Limited, the operator of HRV – New Zealand’s largest home ventilation business
Advised NZX Main Board listed Restaurant Brands on the acquisition of the Taco Bell and Pizza Hut franchises in Hawaii, Guam and Saipan for US$105 million
Advised NZX Main Board listed Seeka Limited on its 100% acquisition of Aongatete Coolstores
Advised Silver Fern Farms on the $260 million investment by Shanghai Maling into a new joint venture entity to be established between Silver Fern Farms and Shanghai Maling
Board and strategic advice
In the modern commercial world, good corporate governance and strategic thinking is fundamental to business success. Corporate governance issues are of growing concern and interest to shareholders, market participants and regulators.
Many of our Directors have governance experience in their own right, including as independent directors and board chairs of listed and unlisted companies and not for profit organisations. We are uniquely positioned to provide pragmatic and insightful strategic governance advice, blending legal expertise and a knowledge of best practice corporate governance with deep real world governance expertise.
We are regularly sought out to advise boards, independent directors, board committees and other related parties on governance and strategic board level issues. We have also been retained by companies to act as their key legal adviser on takeover defence mandates. Our governance and strategic advice includes advising on:
- Directors’ fiduciary duties and best practice corporate governance, including in takeover defence
- Key continuous disclosure advice and insider trading issues
- Board composition
- Director conflicts of interest and the establishment of board committee to mitigate those actual and perceived conflicts
- Director liability and director risk mitigation, including director indemnities and directors’ insurance
- Director disclosure obligations under the Companies Act, NZX Listing Rules and Financial Markets Conduct Act and Regulations
- Shareholder activism response
- Shareholder disputes
- The rights and obligations of directors and shareholders under applicable company and securities laws
- Process requirements for company (board and shareholder) meetings
Private equity and venture capital
Private equity and venture capital transactions involve a number of specific challenges and deal dynamics, including competitive considerations in auction processes, return on investment criteria for the investor, growth opportunities which underpin the investment case, the potential for layered debt funding, and equity incentivisation of management and key stakeholders.
A successful private equity or venture capital transaction requires lawyers who understand these key factors and other commercial drivers. We proactively partner with our clients to understand the investment rationale.
We are one of New Zealand’s leading legal advisers on private equity, venture capital and other financial sponsor transactions. We regularly advise domestic and international private equity firms, as well as investee companies, co-investors, management and vendors on public and private leveraged buyouts, exits, management buyouts, ‘bolt on’ acquisitions and early stage and growth capital investments.
Advised Maui Capital on the leveraged buyout of AB Equipment
Advised Maui Capital on a growth investment in Kinaroad
Advised Hexagon Holdings (an investee entity of Mercury Capital) on the ‘bolt-on’ acquisition of all of the shares in Adhesif Labels
Advised Hexagon Holdings on the ‘bolt-on’ acquisition of all of the shares in Hally Labels
Advised Calera Capital on the acquisition of a cornerstone shareholding in Transaction Services Group
Advised Maui Capital on the two-stage acquisition of all of the shares in Pedersen Group
Advised Advaro (an investee entity of Maui Capital) on the ‘bolt-on’ acquisition of all of the shares in Rent Plus
Advised Pet Doctors on a growth investment by Pioneer Capital
Advised Freshmax (an investee entity of Maui Capital) on the sale of its domestic New Zealand business
Advised Mercury Capital on the leveraged buyout of Blue Star Group and the subsequent demerger of the labels business into Hexagon Holdings
Capital markets and securities
We regularly advise on capital markets transactions, including the structuring and public issuance of listed and unlisted equity, debt and hybrid securities, private capital raisings and underwriting.
Andrew Harmos, one of our founding Directors, is the immediate past chair of the board of NZX and was a member of the Financial Markets Establishment board. In addition, Director Nathanael Starrenburg was a member of the regulatory working group of the Capital Markets 2029 Taskforce established by the Financial Markets Authority and NZX. Accordingly, we can provide a unique insight into New Zealand capital markets, including regulatory attitudes and priorities.
We regularly act for issuers, boards, independent directors, investors, lead managers and underwriters on a range of primary and secondary public offerings, including initial public offerings, placements, rights and entitlement offers, share purchase plans and block trades. Our experience includes advising AFT Pharmaceuticals on its initial public offering and dual NZX Main Board / ASX listing, which was just the second initial public offering under the Financial Markets Conduct Act regulated offer regime.
We also advise on all other aspects of New Zealand’s securities and capital markets legal regimes, including on insider trading matters (both compliance and investigations), Listing Rules compliance (including continuous disclosure) and substantial security holder disclosure matters.
Advised ASX listed Centuria Capital Group as a placement participant and sub-underwriter of a $45 million placement and ANREO by NZX listed Augusta Capital and subsequently advised Augusta Capital as a placement participant and sub-underwriter of a $50 million placement and ANREO by NZX listed Asset Plus
Advised NZX / ASX dual listed Pushpay Holdings on three separate $100 million, $98 million and $40 million underwritten block trades by founders and directors of the company, as well as a number of capital raisings undertaking by the company including a A$54 million institutional placement in connection with obtaining an ASX foreign exempt listing
Advised the independent directors of NZX listed Investore Property Limited on two underwritten placements and share purchase plans with aggregate value of $180 million
Advised NZX listed Radius Residential Care on a direct listing on the NZX Main Board ($141 million implied initial market capitalisation)
Advised NZX listed Pacific Edge on an institutional placement and subsequent share purchase plan
Advised NZX Main Board listed Seeka on its fully underwritten $50 million rights offer and shortfall bookbuild
Advised NZX listed Restaurant Brands on an underwritten Accelerated Renounceable Entitlement Offer which raised $94 million to fund the acquisition of the Taco Bell and Pizza Hut franchises in Hawaii, Guam and Saipan
Advised TIL Logistics Group on a private placement and reverse listing on the NZX Main Board, which created NZ's third largest listed transport company by market value, with an initial market capitalisation of over $120 million
Advised NZX Main Board / ASX listed AFT Pharmaceuticals on the initial public offering ($310 million initial market capitalisation) and a subsequent $76 million placement, share purchase plan and block trade transaction
Advised arrangers, lead managers and underwriters on a number of transactions, including advising the joint lead managers of the $114 million initial public offering and NZX listing of Synlait Milk and the joint lead managers of the $149 million initial public offering and NZX listing of Scales Corporation
Foreign investment in New Zealand
Overseas businesses and individuals consider New Zealand a desirable investment destination, and recent trade agreements have increased the attraction of New Zealand for foreign investors. Many investments by overseas persons require consent from the New Zealand Overseas Investment Office, including global transactions which involve New Zealand assets.
New Zealand’s overseas investment rules, which apply to both land and non-land transactions, are complex and consent decisions are influenced by recent litigation and political factors (particularly around overseas investment in farm land, the broader primary sector and strategic assets). Specialist legal advice and tactical input can be the difference between the success and failure of an Overseas Investment Office consent application.
We have extensive experience with these matters and we regularly assist individuals and businesses from Australia, North America, China, Europe and elsewhere to successfully obtain overseas investment consents from the Overseas Investment Office. We have the expertise to help our clients navigate the overseas investment process.
Other corporate advisory
In addition to our transactional expertise, we provide a range of other corporate advisory services, including:
- Joint ventures and other complex commercial arrangements: We advise on a wide range of complex commercial arrangements, including the structuring, formation and documentation of incorporated and unincorporated joint ventures, New Zealand limited partnerships, and alternative investment structures.
- Aircraft: We have significant experience in advising on private aircraft transactions, including the acquisition, disposition, financing and refinancing of jet aircraft and helicopters.
- Financial services and fund management: We regularly advise leading international and domestic investment banks, hedge funds, law firms, asset/investment managers, placement agents and other financial institutions on New Zealand’s financial services and financial markets regimes.
