Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Bell Gully provides “clear and concise corporate advising” and “finds alternative ways to reach outcomes on complex acquisition issues”, says one client.

Among this premier law firm’s highly regarded practitioners are Gary Downs, James Gibson, Gavin Macdonald and Anna Buchly, who are “some of the best in the business” says a competitor.

The mergers and acquisition team advised New Zealand building materials manufacturing and distribution company Fletcher Building on its successful US$830 million takeover offer for Australian building products company Crane Group.

The team also advised long time client Air New Zealand on the competition and structuring aspects of its US$156.6 million strategic acquisition of a 14.99% stake in Australian airline Virgin Blue Holdings.

“Chapman Tripp’s depth of expertise and experience is unparalleled in the New Zealand market,” says one client. The firm retains its top tier position after another busy year, with client commenting: “I like the fact that the team provides thoughtful bespoke solutions and not a one-answer-fits-all suggestion.”

Last year’s deal highlights included advising on the merger of MARAC Finance, Canterbury Building Society and Southern Cross Building Society to form a US$1.83 billion financial services group that is New Zealand’s only listed registered bank.

Another notable highlight was advising AMP on its acquisition of AXA Asia Pacific Holdings (AXA APH). This transaction was part of a two-step transaction involving a scheme of arrangement to allow the merger of AMP and AXA APH, followed by a sale to AXA by AMP of AXA APH’s Asian assets. The merger brought together two of Australia’s longest standing businesses.

A consistently top player in the financial sector, Russell McVeagh’s “very commercial approach and ability to deliver practical solutions” is unmatched in New Zealand, says a client.

The team consists of some of the most highly regarded practitioners in the country, with Pip Greenwood “one of the best in New Zealand” and David Hoare “a top-notch corporate practitioner”.

The firm advised on the sale of Tegel, New Zealand’s market-leading poultry producer, in a transaction that involved negotiations with a number of different vendors and stakeholders in multiple jurisdictions. The US$830 million transaction was reportedly the largest private equity acquisition in New Zealand and also one of the largest leveraged buyouts in the Trans-Tasman market in 2010.

“Simpson Grierson is fully conversant with the detailed technical requirements of New Zealand mergers and acquisition laws,” says one client. The team has once again enjoyed a strong year and retains its top tier status.

Highly regarded partner Michael Pollard is described by a partner at a rival law firm as “a future up-and-coming pillar of the New Zealand legal profession”.

The firm acted as lead counsel to the Auckland Transition Agency, together with the relevant local authorities tasked with planning and managing the amalgamation of Auckland’s seven city and district councils and regional council, to establish new unitary authority Auckland Council. The amalgamation is easily the largest in New Zealand’s history with a US$24.5 billion asset base and annual capital expenditure of approximately US$2.5 billion.

“I like Buddle Findlay because of its technical expertise”, says one client. “The firm is definitely in the top five law firms in New Zealand.”

The Buddle team advised Olam International, a global supply chain manager and processor of agricultural products and food ingredients, on its successful takeover of NZ Farming Systems Uruguay (NZFSU). The takeover brings Olam’s total investment in NZFSU to US$100 million and the deal represents the only successful public takeover on the NZX in recent years.

Another notable highlight was advising Japanese food group Imanaka on the purchase of food ingredients manufacturer Cedenco Foods, which was in receivership and liquidation. The transaction involved dealing with very short timeframes in a competitive process, with the usual complications involved in acquiring receivership assets.

Boutique firm Harmos Horton Lusk is praised by clients, with one saying: “Its quality of work is by no means less than the traditional New Zealand powerhouses.”

The firm’s highly regarded partners include Greg Horton, who “negotiates the optimal outcome”, Andrew Harmos, who is considered “a legal statesman”, and John Lusk and Paul Oldfield, who “provide behind the scenes opinion and knowledge”.

The team advised Southern Cross Building Society on its three-way merger with MARAC and NZX Alternative Market New Zealand, which created financial services business Building Society Holdings. The merged entity has established assets of US$1.83 billion and will become New Zealand’s only locally domiciled and New Zealand Stock Exchange-listed registered bank.

“Minter Ellison Rudd Watts has high calibre lawyers that deliver a client-focused service,” says one client.

Over the last year, the Minters team advised Agria and New Hope in the partial takeover for 51% of one of New Zealand’s largest agricultural services companies PGG Wrightson. This US$117 million transaction needed to be structured in such a way that allowed Overseas Investment Office approval in New Zealand, as well as being able to obtain Chinese regulatory approval within the statutory timeframes required for undertaking a takeover under New Zealand’s Takeovers Code.

This globally-connected law firm “is bright and easy to deal with and on a par with other law firms in its overall delivery”, says a client.

The team also advised Canadian Helicopters to acquire the assets and business of Helicopters (NZ), including its subsidiaries in Australia, Laos and Cambodia, in a deal worth US$132.8 million.

DLA Phillips Fox has “an excellent M&A service, and we have no questions over its legal abilities”, says one client.

The firm advised Kuehne + Nagel on the acquisition of a 75% interest in Cooltainer Holdings, a New Zealand-based freight operator specialising in refrigerated shipping containers with operating subsidiaries in New Zealand and Australia. The transaction required input from DLA Phillips Fox offices in Sydney and Melbourne, particularly in relation to the due diligence review and completion arrangements.

“I rate the firm’s M&A technical ability highly”, says one client of Kensignton Swan. “It has good commercial knowledge and is the best legal firm I have worked with in my business career.”

The Kensington Swan team advised Oyster Bay Marlborough Vineyards on all legal aspects of its takeover Delegat’s Wine Estate, including compliance with the Takeovers Code.

“Mayne Wetherell is starting to win significant projects off the back of the excellent reputation it has built in recent years for its commercial acumen,”,says one client.

The firm acted for the senior syndicate agent in relation to the debt for equity restructure of Yellow Pages Group. The most highly leveraged acquisition in Australasian history lasted 12 months, with senior creditors taking full ownership of the business.