Our Work - Case Studies - Mergers and Acquisitions

RMB Capital Partners

The deal

Advisor to RMB Capital Partners in relation to the acquisition of a majority stake in NDA Engineering.

NDA is the leading stainless steel fabricator in New Zealand supplying the dairy, wine, chemical and pharmaceutical sectors. It also has operations in Australia and China. Annual revenues are approximately $100 million.

Cameron Partners originated the semi-exclusive opportunity for RMB Capital Partners, advising on various aspects of the deal including valuation and bid strategy. Transaction execution occurred over a lengthy timeframe (12 months +) due to a number of issues requiring resolution prior to finalisation. Working with both parties was the key element of success in this transaction - initially to develop the vendor's objectives and an appropriate transaction structure, and to continually build relationships throughout the process.

DB Capital Partners

The deal

Advisor to a consortium led by Rayonier New Zealand and RREEF Infrastructure, the global infrastructure arm of Deutsche Asset Management, in relation to the NZ$483m acquisition of 94,600 hectares of New Zealand forests from Carter Holt Harvey and subsequent NZ$270m purchase by the consortium of 40,000 hectares of Rayonier New Zealand’s forestry estates.

We initiated the opportunity with Deutsche Asset Management and were instrumental in assembling a winning consortium to bid in a competitive and complex sales process. The bid structure involved joint venture arrangements and debt and equity raising. We provided advice on valuation, due diligence and bid strategy. Cameron Partners project managed the execution of the transaction on behalf of the consortium principals.

Gresham Private Equity

The deal

Advisor to Gresham Private Equity in relation to the NZ$138.5m acquisition of Noel Leeming and Bond & Bond retail chains from PRG and financing of the acquisition.

Cameron Partners originated the opportunity for Gresham and advised on all aspects of the deal including valuation, bid strategy, documentation and financing. Cameron Partners also advised on and negotiated key contracts such as the Retail Finance Origination Agreement with Pacific Retail Finance and assisted with CEO and Board selection for the new entity. Gresham was successful despite very constrained time-frames, a sale process that was competitive and an initial preference from the vendor for an IPO.

The Crown / Air New Zealand

The deal

Advisor to the Minister of Finance in relation to the Crown’s acquisition of an 82% shareholding through a NZ$885m capital injection and recapitalisation of Air New Zealand.

Cameron Partners were retained to assist The Crown with advice on Air New Zealand’s strategic options. As the extent of Air New Zealand’s problems emerged the mandate became a major corporate restructuring, involving an equity injection, renegotiating of debt facilities and the establishment of a revised board and governance arrangements.

Sturgess Equities No 2 Limited

The deal

Advisor to Sturgess Equities No 2 Limited in relation to the acquisition of Tiri Group Limited.

The Tiri Group is a diversified group of industrial companies comprising Masport, Masport Foundries, A&G Price, RH Freeman, NZ Insulators and Pacitic Wallcoverings with total revenues in excess of $100 million.

Cameron Partners advised on all aspects of the transaction including valuation, commercial due diligence, bid strategy, documentation, capital structuring and financing

CHAMP Ventures Pty Limited - Taura

The deal

Advisor to CHAMP Ventures Pty (Australia) Limited in relation to the purchase of Taura Natural Ingredients Limited ("Taura").

Taura is a global leader in the niche food ingredients market of fruit pieces and pastes. Its unique technology enables the provision of high quality reconstituted fruit pieces and paste which are used in the nutritional snacks, cereal, bakery ingredients and confectionery sectors. The business generates sales in Australasia, UK, Europe and the USA and has state of the art production facilities in New Zealand and Belgium.

Cameron Partners originated the opportunity for CHAMP Ventures and advised on all aspects of the deal including valuation, selection of technical and market based consultants, bid strategy, documentation and financing. Cameron Partners also assisted with CFO and Board selection for the new entity. CHAMP Ventures was successful despite a highly competitive sale process and very constrained time-frames.

Old Fashioned Foods - Hansells

The deal

Advisor to Old Fashioned Foods Limited (OFF) in relation to the purchase of Hansells and its wholly owned subsidiary PLC.

Hansells is a leading New Zealand food and beverage manufacturer and has been in the business of developing and selling food and beverage products since 1934. Hansells operates its own warehousing, sales and merchandising systems and operates from two manufacturing facilities, one in Masterton (Hansells) and one in Auckland (PLC). The combined business generates sales in New Zealand, Australia, Pacific Islands and Asia and has sales in excess of $50m.

Cameron Partners advised on all aspects of the deal including valuation, bid strategy, documentation and financing. An initial requirement of the sale process was for bidders to bid for both Hansells and Healtheries (a nutraceutical company). Cameron Partners was instrumental in finding a credible consortium partner for OFF to team with and in formulating the protocols for interaction between the parties.

Gresham Rabo Management

The deal

Advisor to Gresham Rabo Management Limited in relation to the acquisition of a substantial interest in the New Zealand based food manufacturer, Old Fashioned Foods Limited.

Old Fashioned Foods manufactures the Aunt Betty’s and Aunty’s range of steamed puddings and oven baked desserts. The Company sells product both under its own brand names and supermarket private labels into a number of major supermarkets in New Zealand, the UK and Australia. In the year to 31 March 2005 total sales for the company were NZ$24 million.

Cameron Partners provided investment banking advice including assisting with bid strategy in what was a highly competitive process, valuation, due diligence and management of the execution of transaction between the principals.

Wakefield Health

The deal

Advisor to Wakefield Health in relation to the NZ$103.2 million amalgamation of Wakefield Health and Royston Hospital Limited.

This opportunity was developed from a long-standing relationship between Cameron Partners and Wakefield Health.  Cameron Partners advised on all aspects of the transaction including valuation, negotiation strategy, documentation and commercial aspects of the selected legal structure.  Cameron Partners project managed the amalgamation process and also provided advice and support during communications with lead institutional investors.

Masthead Limited

The deal

Advisor to private equity firm Masthead Limited in relation to the NZ$67m acquisition via unsolicited takeover of listed plastics company Vertex Group and subsequent privatisation and merger of Vertex Group with New Zealand’s second largest plastics manufacturer, Alto Plastics Limited. The total transaction size was in excess of NZ$140 million.

This was a high profile unsolicited takeover that drew on our strategic, M&A and capital management capabilities. A key element involved our arranging a financial package that could accommodate a range of potential outcomes. The takeover evolved into a merger on which we also advised.

New Zealand Post

The deal

Advisor to New Zealand Post in relation to the NZ$90m sale of 50% of its Express and Logistics Group to DHL.

Cameron Partners was engaged in early 2003 to assist New Zealand Post in a strategic review of the Express Logistics Group and subsequently in June 2003 to advise on the transaction. The engagements required us to be closely involved in most elements of the transaction including development of the strategic rationale, evaluation of sales options, joint venture partner selection and valuation analysis. We assisted in the due diligence and provided input into the negotiation of the shareholder agreement, particularly regarding the arrangements for dispute resolution, default and termination. Our role concluded with a report to the Board of New Zealand Post Limited which provided an “ex poste” review of the overall project. The review provided certification to the Government, the New Zealand Post Board and the public (had it been required).

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