Bell Gully has advised Nuplex Industries on its acquisition by Allnex by way of scheme of arrangement.
It’s the largest transaction involving a New Zealand target company since Rank Group acquired Carter Hold Harvey in 2006. It’s also the first large takeover to be implemented under the new regime for scheme of arrangements since it came into force in 2014.
“Having such a significant takeover complete as a scheme of arrangement demonstrates the viability of this process as an alternative to a takeover offer, allowing companies to use the most appropriate structure for the particular transaction,” partner on the deal James Cooney told NZ Lawyer.
“This was a complex transaction.
“Our team had significant prior experience with schemes of arrangement and drew on the skills of corporate, litigation for the Court process and competition specialists, among others.”
Cooney said the successful completion of the deal could result in other companies taking a similar approach.
“Overseas companies are very familiar with schemes of arrangement, which are widely used in a number of other jurisdictions,” he said.
“Schemes are likely to be used for larger or more complicated transactions and those involving an overseas acquirer.”
Nuplex started as a flooring distributor before moving to resins production. Allnex is a global coating resins producer and is backed by private equity firm Advent International Corporation.
“The transaction resulted in the delisting of Nuplex – which had been listed on NZX for nearly 50 years,” Cooney said.
The Bell Gully team advising Nuplex on the transaction included partners Gavin Macdonald, James Cooney and Simon Ladd, and senior associates Jennifer Coote and Tim Fitzgerald.