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, and over 2014, 2015 and 2016 we had advisory roles on more than half of all takeover activity in New Zealand. We regularly represent targets, bidders, independent committees and shareholders on 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 an excellent relationship with the Takeovers Panel, the regulator of the Takeovers Code, and one of our Directors, Nathanael Starrenburg, is a member of the Panel. We regularly secure 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 Main Board Listing Rules.
Advised NZX Main Board listed Hellaby Holdings on its response to a full cash takeover offer from ASX listed Bapcor
Advised NZX Main Board listed Abano Healthcare Group on its defence of an unsolicited partial takeover offer
Advised NZAX 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 Main Board listed Trustpower
Advised Port Otago on lock-up arrangements that resulted in a full cash takeover offer for NZX Main Board listed Lyttlelton Port
Advised Talley’s Group on its cash partial takeover offer for Open Country Dairy
Advised Martinborough Vineyards on its response to a full scrip takeover offer from NZAX listed Foley Family Wines
Advised NZX Main Board listed Acurity Health on its response to a full cash takeover offer from Connor Healthcare
Advised Harvard Group and associated interests on its full cash takeover offer for NZAX listed Just Water International
Advised Silverlake Axis of Singapore on the formation of a bid consortium, and the bid vehicle, in respect of a full cash takeover offer for NZX Main Board listed Finzsoft Solutions
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 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 Abano Healthcare Group on the sale of its 50% shareholding in Bay International
Advised Philip Yates Family Holdings on the acquisition of DuPont Pioneer’s Australian seed production and distribution business
Advised leading New Zealand refrigerated transport and cold storage operator Hall's Group on the acquisition of Icepak New Zealand
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
Advised NZX Main Board listed Restaurant Brands on the acquisition of the largest KFC franchisee in New South Wales, Australia for A$82.4 million
Advised New Zealand shareholders on the sale of A$2 billion sale of Crown Castle Australia
Advised NZX Main Board listed Seeka on the acquisition of the business and assets of Bunbartha Fruit Packers
Advised on the sale of all of the shares in Emerald Group
Advised Macquarie Capital and others on the acquisition of the business and assets of Pacific T&R
Board and strategic advice
In the modern commercial world, good corporate governance 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 non 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.
As a result of our experience and expertise, we are regularly sought out to advise boards, independent directors, board committees and other related parties on governance and strategic board level issues. Our governance advice includes advising on:
- Directors’ fiduciary duties and best practice corporate governance, including in takeover defence
- 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 Main Board Listing Rules and Financial Markets Conduct Act and Regulations
- Process for company (board and shareholder) meetings
- Shareholder disputes
- The rights and obligations of directors and shareholders under applicable company and securities laws
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.
As a result of this commitment, 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 bolt-on’ acquisition of the business and assets of the Crasborn Group
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. He provides a unique insight into New Zealand capital markets, including regulatory attitudes and priorities.
In recent years we have had advisory roles on completed equity capital raising transactions involving listed companies with an aggregate value of more than $4.8 billion. Our experience includes acting for issuers, boards, investors and underwriters on initial public offerings, secondary public offerings (rights issues, entitlement offers, share purchase plans and dividend reinvestment plans), institutional book builds, private placements and block trades. We recently advised AFT Pharmaceuticals on its initial public offering and dual NZX Main Board / ASX listing, which was just the second initial public offering under the new 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 NZX Main Board 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 NZX Main Board listed Pushpay on a A$54 million institutional placement (comprising a A$40 million primary capital raising and a A$14 million secondary sell down) in connection with obtaining an ASX foreign exempt listing
Advised Vital Healthcare Management as manager of NZX Main Board listed Vital Healthcare Property Trust on its underwritten $160 million renounceable rights issue
Advised AFT Pharmaceuticals on the initial offering of its shares on the NZX Main Board and ASX, with an initial market capitalisation of $310 million
Advised NZX Main Board listed Pushpay on capital raising activities comprising a non-renounceable rights issue and a subsequent private placement
Advised the board of Meridian on its $1.9 billion ‘mixed ownership model’ initial public offering and the NZX Main Board listing of that company
Advised the board of Mighty River Power on its $1.7 billion ‘mixed ownership model’ initial public offering and the NZX Main Board listing of that company
Advised the board of Fonterra on the $525 million NZX Main Board listing of units in the Fonterra Shareholders Fund
Advised the Joint Lead Managers of the $114 million initial public offering and NZX Main Board listing of Synlait Milk
Advised the Joint Lead Managers of the $149 million initial public offering and NZX Main Board 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 are 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 persons from North America, China, Europe and elsewhere to successfully obtain overseas investment consents and exemptions 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 domestic and international law firms, investment banks, hedge funds, asset/investment managers, placement agents and other financial institutions on New Zealand’s financial services and financial markets regimes.
Illustrative clients include, American Century Investments, Craigs Investment Partners, D.E. Shaw & Co, Deutsche Bank, Fortress Investment Group, Fortress Group, Greenhill & Co, Goldman Sachs, Henderson Global Investors, J.P. Morgan Asset Management, MacKay Shields, Marathon Asset Management and Millennium Capital Management.
