NEW ZEALAND Law and Practice Contributed by: Ian Beaumont, Tom Gillespie and Sam Kember, Russell McVeagh
1. Trends 1.1 M&A Market
ing interest in aged care, healthcare technology and demographic changes.
M&A activity in New Zealand picked up considerably in the past 12 months, with a reported 180 transac - tions announced over the year – roughly 15% higher than the reported 157 deals in 2024. With inflation more subdued and lower interest rates beginning to have an impact, the market entered 2026 on a more confident footing, albeit with geopolitical uncertainty and market and input price volatility continuing to pose a material risk for deal execution. Highlight transactions include Fonterra Co-operative Group’s NZD4.22 billion sale of its global consumer businesses to Lactalis – one of the largest transac - tions in New Zealand corporate history – and Pacific Equity Partners’ NZD705 million acquisition of a 75% stake in Spark New Zealand’s data centre business, reflecting growing private capital appetite for digital infrastructure. In the energy sector, Igneo Infrastruc - ture Partners’ dual-track sale of its Clarus gas busi - nesses to Brookfield and the Firstlight electricity net - work to Powerco represented a further NZD2 billion of significant infrastructure activity. 1.2 Key Trends With depressed market conditions and general uncer - tainty dampening the appetite for private equity exits and acquisitions, trade buyers have played a height - ened role in deal activity during the last 12 months. There was continued cross-border activity during the year, with Australia the most active offshore jurisdic - tion and the United States also consistently featuring. This level of international participation underscores the continued attractiveness of New Zealand assets to foreign buyers. 1.3 Key Industries Core infrastructure for telecommunications and tech - nology industries has continued to be active, with data centres, towers and other similar assets proving resilient to market upheaval. Financial services has also been an active sector, with a continuing trend of consolidation maintaining deal volume. Healthcare has similarly seen sustained activity, driven by ongo -
2. Overview of Regulatory Field 2.1 Acquiring a Company
The technique for acquiring a company in New Zea - land generally depends on whether the target is public
or privately owned. Private Acquisition
For private companies, acquisitions are typically undertaken by way of an acquisition of the shares of the company (via a share purchase agreement) or, less commonly, an acquisition of the assets of a company (via an asset purchase agreement). These transactions are negotiated directly between the buyer and seller and are not subject to the Takeovers Code unless the target is a “code company” (being a company that has more than one class of financial products that are quoted on the NZX Main Board or has 50 or more shareholders and 50 or more share parcels). Takeover Offer For publicly listed companies (ie, companies listed on NZX) or other widely held code companies, an acqui - sition may be undertaken by way of a full or partial takeover offer under the Takeovers Code. Under a Takeovers Code offer, the bidder makes an offer to target shareholders to acquire all or some of their shares. A takeover offer is either “friendly” or “hostile” depending on whether the bidder has the support of the target’s board in recommending acceptance of the offer. In order to achieve a compulsory acquisition of all of the shares in the target company, the bidder must control at least 90% of the shares of the target. Takeover offers have historically been the most con - ventional method of acquiring listed companies in New Zealand. However, acquisitions of listed compa - nies by way of scheme of arrangement have become the prevailing method over the last decade. Scheme of Arrangement A scheme of arrangement under Part 15 of the Compa - nies Act 1993 (“Companies Act”) is a court-approved
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