Service

Mergers and Acquisitions

Summary

Our corporate and commercial team helps clients with merger and acquisition (M&A) transactions of all sizes, and advises on related issues such as corporate structuring, joint ventures, capital raising and overseas investment and other regulatory approvals. We have the capability, resources and talent to handle any size of transaction, but our team's strength is in mid-market transactions, which is shown by our consistent recognition as finalists or winners at the New Zealand Law Awards and international directory rankings in Chambers and Partners, the Legal 500 Asia-Pacific and IFLR1000.

We're trusted by our long-standing clients who choose us for our thorough understanding of their people, business and drivers. We work on large number of deals every year, ranging from small successions; to Government, third party or employee investment; to management buy-out; to private equity or venture capital investment; to very public, listed company and cross-border acquisitions worth tens or hundreds of millions of dollars. M&A is core business for us. We provide top-tier advice with a personable, pragmatic and ‘partner-led’ approach. We value relationships and teamwork, and we’re easy to do business with.

Key services

Due diligence

Conducting due diligence investigations sized and scaled to meet client requirements – whether that be a comprehensive vendor due diligence report (with associated reliance) or an exceptions only, limited scope "red-flags" report.

Preliminary documentation and process

Preparing and advising on preliminary documentation (such as process letters, non-disclosure agreements, letters of intent and term sheets), process and approach for bilateral or competitive sales processes.

Transaction documents

Drafting, reviewing and negotiating the full range of transactional documents, whatever the deal structure, including Asset/Business Sale Agreements and Share Sale Agreements (with retentions, escrow, earn-out and other deferred payment arrangements (including associated security), "locked box" arrangements, complex purchase price adjustments and standard warranty and indemnity (including tax indemnity) provisions); transitional services agreements; and joint venture arrangements (including subscription, shareholder and limited partnership agreements).

Corporate structuring and restructuring and deal advisory

Advising on pre or post completion structuring or restructuring; deal structuring; financing; regulatory consents and compliance issues; condition satisfaction and completion deliverables (including addressing third party consent requirements), and post-completion matters such as integration, governance, and employee relations.

Warranty and indemnity insurance

We have a wealth of experience of using warranty and indemnity insurance to replace/avoid retention and escrow arrangements and enable a 'clean-break' for vendors while still delivering a market- standard warranty package to a purchaser.

Overseas investment

Advising on cross-border elements of transactions, because the target business has interests in various jurisdictions and/or because the vendor and purchaser are located in different countries (and including overseas investment consent under the Overseas Investment Act 2005).

Trade buyer, MBO or private equity or venture capital investment

Advising clients on buyouts, growth and venture capital investments, management buyouts, bolt-on trade acquisitions and fund formation.

Key people

Work Highlights

Acting for Scales Corporation on its subscription for a 50% shareholding in a newly established European petfood ingredient processing operation, Esro Petfood BV, a joint venture with Esro Food Group.
Acting for Canadian headquartered multinational Vela Software on the acquisition of Marque Group as part of a multi-jurisdictional acquisition, including advising on consent under the Overseas Investment Act 2005.
Advising Farming Partners NZ limited on their acquisition of a 25% interest in Waikirikiri Farm Limited Partnership.
Advising the South Island Office Limited on its bid to acquire the Whakapapa ski field assets from Ruapehu Alpine Lifts (during its voluntary administration).
Advising on the sale of Oceania's Everil Orr retirement village business to the Methodist Church's Airedale Property Trust (the owner of the land and buildings).
Acting for Synlait Milk on its acquisition, and more recent proposed divestment, of Dairyworks and Talbot Forest Cheese by way of sale of shares, including preparation of a comprehensive vendor due diligence report.
Advising Merivale-Willowlea Holdings Ltd and its four trading subsidiaries on the sale of four separate retirement village and aged care businesses to NZX-listed Metlifecare Ltd.
Acting for Digital Confectioners on its sale to Sixjoy Hong Kong Limited, the world's largest gaming company, of a strategic minority stake in a New Zealand gaming studio.
Acting for Scales Corporation on its divestment of its cold storage business, Polarcold Stores Limited, to the Emergent Cold group for circa NZ$160 million.
Advising the purchaser on a hostile acquisition and refinancing of NZ$100 million of dairy farming assets.