DLA Piper New Zealand is a leading business law firm for organisations focused on strategic acquisitions or disposals in New Zealand.

In recent years, our increased activity in mergers & acquisitions has been driven by an increasing interest in New Zealand assets, particularly natural resources and agriculture.

Through activities on behalf of international purchasers, DLA Piper New Zealand has undertaken a large number of successful Overseas Investment Office (OIO) applications.

The firm is skilled in all areas of m&a including helping clients close deals and manage risk, while smoothly facilitating necessary regulatory requirements. We help clients maximise the benefit of the target assets if they are purchasers; and maximise the value if they are sellers. Throughout the process, we can manage the acquisition or merger process, driving transactions to an efficient conclusion.

DLA Piper New Zealand's lawyers are skilled in all types of corporate merger and acquisition transactions, across a range of industries and jurisdictions.

We have advised on a number of Court approved schemes of arrangement and other acquisitions. DLA Piper New Zealand has in-depth, specialised expertise in primary industries and has advised significant global clients in investment in these market segments.

We have supported a number of Chinese organisations seeking to invest in New Zealand. We have Mandarin and Cantonese speakers amongst our legal staff.

CAPABILITIES

  • Private treaty M&A
  • Takeovers
  • Due diligence for vendors or purchasers
  • Regulatory compliance including OIO approvals
  • Management of sales processes
  • Competition law implications
  • Ownership structures; tax structures; cross border tax issues
  • Consortium arrangements; joint ventures; partnerships; special purpose vehicles
  • Capital raising and debt financing
  • Private equity transactions
  • Management of all aspects including: banking & finance, company law, employment law, intellectual property, tax

EXPERIENCE

Foodstuffs North Island Limited
DLA Piper New Zealand advised on the largest corporate merger in New Zealand in 2013, of Foodstuffs (Wellington) Co-operative Society Limited and Foodstuffs (Auckland) Limited to create Foodstuffs North Island Limited, making them one of the three largest business entities in New Zealand. The merger involved consultation with the Financial Markets Authority, Commerce Commission, Takeovers Panel and Reserve Bank and also involved restructuring a funding package in the vicinity of NZ$992 million.

Shareholders of Media Transfer Services Limited and BankLink Pty Limited
DLA Piper New Zealand advised on the sale of all of the shares in Media Transfer Services Limited (trading as BankLink) and Australian entity BankLink Pty Limited to MYOB Finance NZ Limited, a Bain Capital entity for approximately $136m. The transaction required a group restructure to carve-out the UK Business, which was retained by one of the Sellers. It also involved multi-jurisdictional negotiations between parties in New Zealand, Australia and Hong Kong.

Shareholders of Bell Tea & Coffee Company Limited
DLA Piper New Zealand advised on the sale of all of the shares in Bell Tea & Coffee Company Limited to BTCC Finance Limited. This required the renegotiation of an important exclusive distribution agreement, ongoing trading terms between the target and the sellers, the sale and lease back of a number of properties, and the complications of a partial management buyout.

Tata Steel
DLA Piper New Zealand advised Tata Steel on the sale of 100% of shares of Tata Steel International (Australasia) Limited to Steel & Tube Holdings Limited. Part of the business is dependent on intellectual property owned (and retained) by Seller group, requiring negotiation and documentation of formal licence arrangements going forward. The deal was structured as an insured deal (ie warranty and indemnity insurance was obtained).

TOWER Limited
DLA Piper New Zealand advised TOWER Limited on sale of 100% of the investments business TOWER Asset Management Limited, TOWER Investments Limited and TOWER Managed Funds Limited to Fisher Funds Management Limited, and the sale of all TOWER Health & Life Limited life insurance business and the non-participating life insurance assets of TOWER Life (N.Z.) Limited to Fidelity Life Assurance Company Limited. The transaction values were $79 million for the Investments deal and $189 million for the Life transaction.

Bright Dairy and Food Co. Limited
DLA Piper New Zealand acted for the company in its acquisition of a controlling interest in New Zealand's Synlait Milk Limited. Bright Dairy is one of China's largest milk processors and is listed on the Shanghai stock exchange. This included Overseas Investment Office consent.

A Dairy Partnership (owned by an offshore fund)
DLA Piper New Zealand led the acquisition by a partnership of dairy farm assets from four insolvent vendor companies. The transaction involved complex issues around water rights, as well as purchases from multiple vendors. Overseas Investment Office consents were obtained.

NZ Farming Systems (Uruguay) Limited
DLA Piper New Zealand advised on responses to two takeover offers for this company, including response to the successful offerer Singapore listed Olam International Limited. DLA Piper New Zealand continues to act for NZ Farming Systems (Uruguay) Limited.

Kuehne & Nagel Limited
DLA Piper New Zealand advised Kuehne & Nagel, one of the world's leading logistics providers, on the acquisition of a 75% interest in a New Zealand based freight operator. This included complex arrangements in drafting shareholders' agreements, as well as input into due diligence.

Pfizer New Zealand Limited
DLA Piper New Zealand acted for Pfizer on the sale of its NZ Capsugel business to a subsidiary of KKR as part of a global divestment by Pfizer. The firm also acted for Pfizer on the New Zealand aspects of Pfizer's US$11.85 billion sale of its global paediatric nutrition business.