KEY POINTS:
Mergers and acquisitions in New Zealand were up last year. Below we list the top 10.
1. SIG Holding AG
Deal Value: US$2.05 billion
Acquirer: Rank Group
A big year for Graeme Hart with involvement in the top four company deals in New Zealand.
Just prior to Christmas,
Hart's Rank group launched a takeover offer for listed Swiss packaging group SIG.
The Rank Group offer trumped an earlier bid for SIG by Norway's Elopak and private equity group CVC Capital Partners.
However, Elopak has increased its bid for SIG to 400 Swiss francs ($476) a share, having offered 325 francs a share earlier. Watch this space.
The deal
# Graeme Hart's Rank group bid 370 Swiss francs a share on December 19.
# This topped the 325 franc bid from Norway's Elopak.
# Elopak has now topped Hart's bid with a 400 franc bid.
# This values the Swiss packaging company at $3.1 billion.
# SIG manufactures cartons for food and drink products, as well as machinery and had sales of $2.7 billion in 2005.
# If the SIG bid is successful, Rank Group will become the world's second-largest maker of drinking containers.
2. Burns Philp & Co
Deal Value: US$1.0 billion
Acquirer: Rank Group
Weighing in at number two on the deal table is the acquisition of the 42 per cent of Burns Philp which Rank Group didn't already own.
Graeme Hart now has full control of the company he bought into in 1997, giving him access to $2.9 billion in cash and assets to make further acquisitions of more than $12 billion according to bankers.
The deal
# Rank Group offered A$1.10 a share - or A$1.3 billion - for the 42 per cent of Burns Philp it did not already own.
# Independent adviser Grant Samuel declared the offer "fair and reasonable" valuing Burns Philp shares at between A$1.084 and A$1.105.
# Rank was forced to extend the offer deadline three times.
3. Carter Holt Harvey - Forests
Deal Value: US$992 million
Acquirer: Hancock Natural Resources Group
In another December deal, Hancock Timber Resource bought four former Carter Holt Harvey companies owning 200,000 hectares off Graeme Hart in New Zealand's largest forest sale.
United States-based Hancock is owned by Canadian financial services giant Manulife Financial.
Hancock puts together investments in forests for mutual and endowment funds and wealthy individuals.
The deal:
# Investors in the deal include Hancock's Canadian owner Manulife, Australia's Perpetual and UniSuper and undisclosed investors, including some from Europe.
# Overseeing 296,000ha of forests Hancock is now the biggest forestry manager in New Zealand.
# Forests will be replanted as they are harvested by their new owners.
4. Uncle Tobys
Deal Value: US$669.5 million
Acquirer: Nestle
Deal number four for Graeme Hart was the $1.1 billion sale of cereal and snack bar company Uncle Tobys.
Originally part of the Goodman Fielder group, Hart and Burns Philp held on to it when floating Goodman Fielder last year.
New Zealand food business Bluebird had been part of Uncle Tobys but was excluded from the deal. It was sold to Pepsico in December for $245 million (US$168 million).
The deal
# Uncle Tobys brands include Vita Brits, Uncle Tobys Oats, Uncle Tobys Muesli Bars, Rollups and Le Snak, and Country Cup soups.
# The company had sales of approximately A$400 million in 2005 and an EBITDA of approximately $79 million.
# The sale includes rights to the brand in New Zealand.
# Deutsche Bank advised Burns Philp on the sale of Uncle Toby's and Bluebird.
5. Waste Management
Deal Value: US$579.3 million
Acquirer: Transpacific
The year's most controversial deal saw Waste Management merge with Australian company Transpacific Industries.
Since the proposal was announced in March, it attracted criticism for being a takeover in disguise.
Using a scheme of arrangement, the merger needed only 75 per cent support via a shareholder vote rather than the 90 per cent target required by the Takeovers Code for compulsory takeover.
Waste Management shareholders voted overwhelmingly to merge the companies in a ballot showing 97.3 per cent support for the deal.
Transpacific, founded in 1991 by executive chairman and major shareholder Terry Peabody, was listed on the ASX in May 2005 at $2.40 a share. The price has since tripled and closed at A$9.40 yesterday.
Waste Management delisted from the NZX following completion of the merger.
The deal
# Proposal is announced on March 27.
# Transpacific offers $8.642 a share.
# Grant Samuel appraises offer as fair on April 28.
# Shareholders accept the offer on May 17.
# Transpacific buys Waste Management for $870 million.
6. Ports of Auckland
Deal Value: US$560 million
Acquirer: Port of Tauranga
A proposed merger between New Zealand's two main port companies will take some months to complete, the Port of Tauranga advised investors before Christmas.
The complex negotiations have been held up by a proposal to build a rugby stadium on port land on Auckland's waterfront and a decision by container shipping giant Maersk to run its services through Auckland.
The deal
# In October Port of Tauranga and Ports of Auckland announce they are in merger talks.
# Ports of Auckland's ultimate owner, the Auckland Regional Council, said it would only accept a merger deal that gave it at least a half share of the new company.
# Ports of Auckland handles 50 per cent of the North Island container trade and 38 per cent of all container trade. Net profit after tax in 2005 was $21.7 million, up slightly from 2004.
# Port of Tauranga net profit for the year to June 30 2006 was $31 million, a 7.8 per cent decline compared with previous year.
7. International Paper Corp - beverage packaging
Deal Value: US$500 million
Acquirer: Carter Holt Harvey
Graeme Hart bundled up the announcement of the purchase of International Paper's packaging assets with bid for SIG on December 19.
His fifth deal in 2006's top ten merger and acquisition deals is also Hart's second with US-based International Paper in less than two years.
Hart bought International Paper's 50.5 per cent stake in Carter Holt in 2005 before mopping up the remaining shares and taking the company private last year.
International Paper has been shedding assets to focus on the production of white paper and industrial packaging.
The deal
# The acquisition of International Paper's beverage packaging arm was expected to close on January 31, subject to the receipt of regulatory approvals and other conditions.
# The packaging arm specialises in producing liquid paperboard packaging for fresh milk, dairy and juice.
# Included in the acquisition is a 700,000-tonne pulp and paper mill at Pine Bluff in Arkansas - similar in size to the Carter Holt Harvey Kinleith mill - as well as other facilities scattered across the US, Canada and Asia.
# The business employs about 3000 people and produces more than 670,000 tonnes annually of packaging. It had net sales of about US$859 million in 2005.
8. Trade Me
Deal Value: US$492.825 million
Acquirer: John Fairfax Holdings
The sale of New Zealand's most popular website, Trade Me, to the Fairfax media group was the business success story of the year and the eighth biggest deal of 2006.
Fairfax, the publisher of the Sunday Star Times and Dominion Post newspapers, paid more than $700 million in March for the online auction website.
Founded in 1999 by Sam Morgan, son of economist Gareth Morgan, the company has grown to become New Zealand's most popular website with 1.3 million members.
As well as the original online auction, Trade Me now runs three separate websites focussed on the property, job and car advertising markets.
Under the terms of the deal Morgan must stay with the company for at least a year.
The deal
# Australian newspaper publisher John Fairfax pays $700-plus million from Trade Me.
# Trade Me's original investors paid $1 per share and sold to Fairfax for $3595 a share.
# Founder Sam Morgan made $227 million, while the smallest investor got $6.5 million.
# Trade Me reportedly makes more than $300 million in annual sales.
9. Custom Fleet
Deal Value: US$437 million
Acquirer: GE Commercial Finance
National Australia Bank, the Australian owner of the BNZ, sold its fleet management and leasing business Custom Fleet.
NAB had owned Custom Fleet since 1984 but in May NAB head John Stewart deemed it "not part of our core business".
The deal
# In an announcement to the ASX, National Australia Bank disclosed the agreed price as A$550 million to acquire net assets of A$230 million.
# Custom Fleets New Zealand operations were valued at $142 million according to Overseas Investment Office approval.
# Custom Fleet has operations in Australia, New Zealand and the United Kingdom,
10. Tower
Deal Value: US$396 million
Acquirer: Shareholders
Rounding out number ten on the deal table is the split of insurance and financial services company Tower into separate New Zealand and Australian companies.
In a split that created a good deal of investor confusion, investors received shares in Tower NZ, Tower Australia and entitlements to buy Tower Australia shares at A$1.60 each.
Unexercised or untraded rights saw major shareholder and deal underwriter Guinness Peat Group increase its holding in December by 13,560,000 shares, lifting its stake from 19.8 per cent to 24 per cent ownership.
Shares in Tower Australia, which were valued at A$2 before its separation from its New Zealand parent, have soared and closed at A$3.09 yesterday.
The deal
# In November Tower shareholders voted overwhelmingly to split the company into separate New Zealand and Australian entities.
# A Tower shareholder with 1000 shares before separation ended up with 651 shares in Tower Australia and 524 in the New Zealand company.
# Those 651 Tower Australia shares entitled the shareholder to buy a further 278 Tower Australia shares for A$1.60 each in the rights issue.
# Guinness Peat Group has made an A$18m paper profit by taking up the shortfall in Tower Australia's A$160 million rights capital raising.
# The acquisition of 13,560,000 shares in addition to those it obtained as 19.8 per cent owner of the company take its stake to 24 per cent.
# The value of GPG's Tower Australia stake has more than doubled to A$237 million since the company and Tower NZ split last month.
Source: Thomson Financial