DLA Phillips Fox Successfully Leads NZ Foodstuffs Group Merger

Lawfuel.co.nz – Latest NZ Law Jobs & Law News – The merger of Foodstuffs (Auckland) Limited and Foodstuffs (Wellington) Co-operative, likely to be the largest New Zealand-based M&A transaction in the calendar year 2013, completed on Sunday, 1 September 2013.

The merger is unusual as it was between an industrial and provident society and a company and required approval of the High Court New Zealand. The two entities are now known collectively as Foodstuffs North Island Limited.

DLA Phillips Fox and PWC Auckland led the transaction, acting as advisers to the merger parties from the beginning of the transaction 14 months ago.

The deal required consultation with four regulators: the Financial Markets Authority, the Commerce Commission, the Takeovers Panel and the Reserve Bank. It also involved restructuring of finance facilities in the vicinity of NZ$992 million.

The merged co-operative will be franchisor (and in many cases landlord and financier) to about 383 retail and wholesale owner operated grocery outlets in the North Island under the PAK’ n SAVE, New World, Four Square, Gilmours and Toops brands.

For the first time in Foodstuffs history, Foodstuffs North Island appointed to its board three independent non-grocer board members including former Chairman of Fonterra Co operative Group Limited, Sir Henry van der Heyden.

Annual revenues of the merged entity exceed NZ$6 billion and it is understood to be ranked second or third of New Zealand’s largest companies and one of the country’s largest owners of commercial property.

The Foodstuffs Group, now made up of Foodstuffs North Island Limited and Foodstuffs South Island Limited is New Zealand’s biggest grocery distributor, employing 30,000 people across New Zealand and prior to the merger, was made up of three regional co operatives each owned by its retail members and operating independently with its own board and management. Foodstuffs (Auckland) Limited operated within the upper North Island. Foodstuffs (Wellington) Co-operative Society Limited operated in the lower North Island.

Corporate partner Martin Wiseman who led the transaction, said: “The executive teams of the merger parties placed a great deal of trust in us when asking us to advise on the transaction from the outset and see it through to completion. This was a landmark deal for Foodstuffs New Zealand and we appreciated this great opportunity to work alongside a valued client on the merger, and to work closely with PWC and KPMG.”

The transaction was a true team effort for DLA Phillips Fox involving many lawyers from various practice groups including: Corporate and Commercial, Litigation and Regulatory, Property and Employment, who are all acknowledged and thanked for their enormous contribution to the execution of this complex deal.

Other key advisors involved included: PWC New Zealand, Cameron Partners Limited, Chapman Tripp, Russell McVeagh, Greenwood Roche Chisnall, Mayne Wetherall, Minter Ellison Rudd Watts, KPMG.

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