NEW ZEALAND Law and Practice Contributed by: Ben Paterson, Cath Shirley-Brown and David Hoare, Russell McVeagh
From a sector perspective, in recent years there has been a particular increase in transactions in: • infrastructure (core and core plus) – for example, CDPQ’s acquisition of a co-controlling stake in Connexa (together with Onatario Teacher’s Pension Plan), the acquisition of Vector Metering and the sale of Hiway Group by Riverside to local private equity fund Direct Capital; • technology – BGH Capital’s investment into Fusion5, Five V Capital’s investment into OrbitRe - mit and Potentia Capital’s investment into Stor - yPark; • financial services – for example, Pacific Equity Partners investment into the wealth management business FirstCape; and • consumer goods – for example, Fonterra’s pro - posed divestment of its consumer business, which is attracting interest from private equity buyers. Renewable energy and telecommunications, media and technology (particularly artificial intelligence) are also continuing to attract investor attention in 2025. The authors are also seeing an increase in take-pri - vates generally – for example, Stonepeak’s successful takeover of Arvida Group, BGH Capital’s bid for Tour - ism Holdings Limited – and its successful consortium bid (with Sixth Street) for Pushpay – and Adamantem Capital’s attempted acquisition of The Warehouse Group. As mentioned in 1.1 Private Equity Transactions and M&A Deals in General , transaction activity slowed down in the latter half of 2024, and this has continued into early 2025. This is likely due to New Zealand’s challenging economic conditions, such as the recent technical recession, high interest rates and geopoliti - cal developments. In particular, the high interest rates have tempered the relative ease of access to financing sources at reasonably favourable lending rates in New Zealand. With high interest rates, less debt is available, in turn impacting leveraged buyouts. However, given that New Zealand private equity funds are not typically as highly leveraged as those in other jurisdictions, the decrease in availability of debt has had less impact on
M&A activity than has been observed in other jurisdic - tions. Additionally, the US “Liberation Day” tariff announce - ments in April 2025 are expected to impact the valu - ations of businesses that are directly exposed to US tariffs, and resulted in a noticeable “pause” in deals (particularly in respect of assets with higher exposure to US tariffs) around April and May. The authors also expect there to be implications for sectors not directly affected due to second-order impacts, such as foreign exchange rate volatility. 2. Private Equity Developments 2.1 Impact of Legal Developments on Funds and Transactions New Zealand’s Overseas Investment Regime New Zealand’s overseas investment regime is relative - ly complex (though well-advised investors can expect to navigate it successfully in most cases). There has been a variety of changes to this legislation in recent times. A full summary of the regime is set out in 3.1 Primary Regulators and Regulatory Issues . Focus on ESG An emphasis by private equity buyers on environmen - tal, social and corporate governance (ESG) matters is currently being seen, prompted by an increased focus by institutional investors such as superannua - tion funds. This is, and will likely continue to be, a key focus in M&A decision-making, particularly in respect of due diligence going forward. 3. Regulatory Framework 3.1 Primary Regulators and Regulatory Issues Primary New Zealand Regulators Two key questions govern the regulation of share acquisitions in New Zealand. • Does the acquisition constitute “takeover activ - ity” regulated by the Takeovers Act 1993 and the Takeovers Code (the “Code”)? • Is the acquisition otherwise regulated in New Zea - land?
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