Mergers & Acquisitions
Asahi - Charlie's Group (2011)
HHL advised the board of, and majority shareholders in, NZSX listed Charlie's Group in respect of an agreed takeover offer for that company by Asahi. The bid, which resulted in Asahi obtaining full control of Charlie's Group, valued the target at NZ$129 million.
Abano Healthcare Group - NHC (2009, 2010)
After advising NZSX Listed Abano Healthcare Group on the successful defence of a takeover offer by interests associated with Crescent Capital Partners, HHL advised Abano on the 2009 sale of its 70% shareholding in Bay Audiology to National Hearing Care (a company associated with Crescent Capital Partners) for consideration of NZ$157.8 million - part of which was re-invested in National Hearing Care. HHL subsequently advised Abano on the 2010 sale of that investment.
HHL also advised on the distribution of the sale proceeds of those transactions to shareholders, including a 2009 NZ$46 million off market share buyback offer and a 2010 NZ$27 million mandatory return of capital by way of a court approved arrangement.
Fidelity Family Trust - Tower (2010)
HHL advised the Fidelity Family Trust, as majority shareholder in Fidelity Life, in respect of the successful defence of an unsolicited proposed takeover offer for that company by NZSX listed Tower. The proposed bid valued the target at NZ$118 million.
Fulton Hogan – Shell (2009)
HHL advised Fulton Hogan in respect of its agreement to acquire Royal Dutch Shell’s 37% shareholding in Fulton Hogan for approximately NZ$472 million. The buyback is being effected in various instalments over a 4½ year period from December 2009 – and is thought to be the first staged buyback of this magnitude undertaken in New Zealand.
HIG European Capital – FNZ Holdings (2009)
HHL acted as New Zealand counsel to HIG European Capital Partners in connection with HIG's 2009 acquisition of leading financial software firm FNZ Holdings. The transaction was effected through an innovative cash amalgamation structure.
Maui Capital - DMS (2011)
HHL advised Maui Capital, as manager of the Maui Capital Indigo Fund, in respect of the acquisition of a 33% shareholding in Australian ancillary mining services company Diversifed Mining Services.
Maui Capital - PagePack (2010, 2011)
HHL advised Maui Capital, as manager of the Maui Capital Indigo Fund, on the establishment of PagePack LP and PagePack's subsequent acquisitions in 2010 of New Zealand based BJ Ball Group and Australian based Focus Paper Group.
HHL also advised PagePack on its 2011 acquisition of ASX listed CPI Group, by way of an Australian court approved scheme of arrangement. The transaction valued CPI at AUD$62 million on an enterprise basis.
NZX - TZ1 (2009)
HHL advised New Zealand Stock Exchange operator NZX in respect of the sale of its TZ1 carbon registry business to financial information services firm Markit Group Holdings. The US$37.1 million purchase price was satisfied by way of the issue of new shares in Markit, subject to share escrow arrangements and two earn-out regimes which provide NZX with ongoing economic exposure to the TZ1 business.
NPDC - Tasman Farms (2010)
HHL advised Tasman Farms, as target, in respect of New Plymouth District Council's 2010 full takeover offer for that company.
Open Country Dairy - Olam International (2008)
HHL advised Open Country Dairy (formerly Dairy Trust) in respect of a NZ$76 million private placement and other arrangements under which SGX-listed Olam International acquired a 24.78% shareholding. HHL also advised Open Country Dairy in respect of two successful takeover offers for Open Country Cheese. The first bid, a scrip offer, resulted in Open Country Dairy acquiring majority control of Open Country Cheese. The second bid, a cash offer, resulted in Open Country Dairy obtaining full control.
Pharmacybrands - Life Pharmacy (2009)
HHL advised Pharmacybrands in respect of its merger with NZSX listed Life Pharmacy, which was effected through a full scrip takeover by Life Pharmacy for Pharmacybrands. Life Pharmacy was subsequently renamed Pharmacybrands. The transaction valued the merged entity at approximately NZ$56 million.
Pharmacybrands - Radius Pharmacies (2011)
HHL advised NZSX listed Pharmacybrands in respect of the group's acquisition of 100% of Radius Pharmacy Limited for NZ$17 million (with an assumption of debt of approximately NZ$18 million), and 100% of Radius Medical Limited and Radius Medical Solutions Limited for a further NZ$3.2 million. Radius Pharmacy has interests in 34 pharmacies in New Zealand trading under the "Radius" brand while the Radius Medical companies have equity interests in six medical centres and provides back office support services to these and a number of other medical centres in New Zealand. The Radius Pharmacy transaction required shareholder approval under the NZSX Listing Rules which was obtained at a special shareholders' meeting in March 2011.
Radius Residential Care MBO (2010)
HHL advised senior management in respect of the management buyout of Radius Residential Care. The transaction involved the acquisition of the majority shareholder’s interest in the company, the introduction of cash equity from four new investors, the refinancing of existing debt through the obtaining of new senior banking facilities together with junior debt from the exiting majority shareholder, and the sale of a material asset to a third party purchaser.
Seeka Kiwifruit Industries - Huka Pak (2009)
HHL advised NZSX listed Seeka Kiwifruit Industries on its acquisition of Te Awanui Huka Pak, a significant post harvest business which packs kiwifruit and avocados. The transaction was structured as an amalgamation of a wholly owned subsidiary of Seeka with Huka Pak, and also resulted in a Huka Pak shareholder, Te Awanui Whenua Trusts Limited, obtaining a 17% shareholding in Seeka.
Southern Cross Building Society - MARAC - CBS (2011)
HHL advised Southern Cross Building Society in respect of its participation in a three-way merger with MARAC (a subsidiary of NZSX listed PGC) and NZAX listed CBS to create an NZSX listed financial services business, Building Society Holdings. The merged vehicle, which had establishment assets of NZ$2.2 billion, is hoped to become New Zealand's only locally domiciled and NZSX primary listed registered bank.
Talley’s Group - AFFCO (2010)
HHL advised Talley's Group in respect of its successful 2010 full cash takeover offer for NZSX listed AFFCO Holdings, which valued that company at NZ$187 million. This included obtaining the first unconditional exemption from the Takeovers Code under the Takeovers Panel's 2010 policy on upstream takeovers. HHL had previously advised Talley's Group on its successful 2006 partial takeover offer for AFFCO Holdings.
Wakefield Health - EA / LA (2011)
HHL advised NZSX listed Wakefield Health in respect of the acquisition in 2011 of 30% shareholdings in Endoscopy Auckland and Laparoscopy Auckland. The aggregate purchase price was NZ$7 million.
Wakefield Health - Norfolk (2010, 2011)
HHL advised NZSX listed Wakefield Health in respect of its successful 2011 full cash takeover offer for Norfolk Investments. The bid valued the target at NZ$24 million.
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Advisory & Securities
Auckland Council Investments (2010)
HHL advised the Auckland Transition Authority in respect of the establishment of Auckland Council Investments - the holding entity for Auckland Council's investments in Ports of Auckland and NZSX listed Auckland International Airport.
Castle Investments - Hellaby Holdings underwrite (2010)
HHL advised Castle Investments in respect of an NZ$8 million underwrite (by way of a shareholder pre-commitment) of a NZ$26 million rights issue by NZSX listed Hellaby Holdings.
Craigs Investment Partners - NZFSU (2010)
HHL advised Craigs Investment Partners in its capacity as defence adviser to NZ Farming Systems Uruguay in respect of Olam International's 2010 full takeover offer for that company.
Fulton Hogan rights issue (2010)
HHL advised Fulton Hogan in respect of its March 2010 NZ$87 million pro-rata non renounceable 1:12 rights issue, which included an offer to Australian shareholders under the Mutual Recognition Regime.
Genesis Energy (2010, 2011)
On 9 December 2009, the government announced a suite of changes to New Zealand’s electricity system which included a rearrangement of assets between state-owned electricity generators. The rearrangement involved the transfer of the South Island Tekapo A and B power stations from Meridian Energy to Genesis Energy, and "virtual asset swaps" between the companies through long-term electricity sale contracts.
HHL advised Genesis Energy in respect of the rearrangement of assets.
Hugh Green Holdings - Dorchester underwrite (2010)
HHL advised Hugh Green Holdings in respect of a NZ$3.5 million underwrite of an NZ$11 million entitlement offer by NZSX listed Dorchester Pacific.
Silver Fern Farms capital restructure (2009)
HHL advised Silver Fern Farms, New Zealand’s largest red meat processing and marketing co-operative, in respect of its 2009 capital and governance restructuring. The restructuring involved a public offering of a new class of ordinary shares offered in exchange for existing rebate and supplier investment shares, together with a contemporaneous rights issue. It required the adoption of a new constitution containing key control based protections for the company’s supplier shareholders, including maintaining the company’s status as a co-operative company.
Southbury Corporation / South Canterbury Finance (2009, 2010)
HHL was appointed as legal adviser to work with the board and shareholder of Southbury Corporation and South Canterbury Finance in restructuring the Southbury group of companies. HHL assisted in various changes to the capital structure of the Southbury group of companies, advice to the board, the issue of bonds and convertible securities, negotiating and agreeing arrangements with various financiers, dealings with the Crown for various consents under the New Zealand Retail Deposit Guarantee Scheme, and dealings with regulators and the trustees for security holders of South Canterbury Finance.
Vital Healthcare Property Trust rights issue (2010)
HHL advised Vital Healthcare Management, the manager of the NZSX listed Vital Healthcare Property Trust (formerly the ING Medical Properties Trust), in connection with its 2010 fully underwritten 1 for 1 pro-rata renounceable rights issue to raise NZ$150 million. The funds were applied in acquiring a portfolio of Australian hospital and healthcare properties for a consideration of approximately NZ$217.5 million which significantly increased the Trust's gross asset level.
Vector (2010, 2011)
During 2010 and for the first five months of 2011, HHL advised NZSX listed Vector Limited on its bid for the Auckland concession for the New Zealand Government's Ultra Fast Broadband initiative. The matter involved extensive transaction design and structuring, documentation and negotiation with Crown Fibre Holdings Limited. HHL worked in conjunction with Vector's general counsel and other members of its senior executive team, and specialists in other fields including telecommunications regulation and infrastructure construction.
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