Schemes gain steam in NZ M&A

by Sol Dolor21 Apr 2017
Schemes of arrangements are “truly back in the New Zealand market,” a top firm said in its latest quarterly update on mergers and acquisitions activity in New Zealand.

Based on deals Russell McVeagh has recently acted on, the firm said that corporates are increasingly looking at using schemes for deals. For example, the firm is acting for Suncorp in its bid for listed insurer Tower by way of scheme of arrangement. Tower has also attracted a rival bid from Fairfax Financial.

Last year, Russell McVeagh acted for Allnex Belgium on its $1.05bn acquisition of Nuplex, the largest takeover in NZ since Rank Group bought Carter Hold Harvey in 2006 and the first significant scheme takeover since the Companies Amendment Act 2014 came into effect.

The firm said that schemes are gaining steam because in addition to requiring a lower approval threshold, schemes are also being completed in a shorter time frame. Russell McVeagh said that it recently completed a scheme in just four months from inception to the deal’s close.

The prediction echoes recent forecasts made by another NZ firm. In March, Simpson Grierson partner Andrew Matthews said that schemes are shedding their “sneaky loophole” moniker. He also said that any conversation on a public deal involves considering a scheme.

Russell McVeagh also said in its update that the Takeovers Panel has recommended excluding small companies – those with less than $30m of assets and less than $15m of revenue – from the Takeovers Code. The agency also proposed encouraging the use of electronic communications, and not only postal mail, during a takeover.

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