| Decision | Consent granted Section 12(1)(a) and Section 13(1)(a) Overseas Investment Act 2005 |
|---|---|
| Decision maker | Toitū Te Whenua Land Information New Zealand |
| Decision date | 2 December 2025 |
| Pathways | Significant Business Assets Sensitive land – Benefit test |
| Investment | Acquisition of 100% of the shares in Mainland Group Holdings Limited for consideration exceeding $100 million. A freehold interest in approximately 4.21 hectares of sensitive land located at 15 Una Street, Takanini, Auckland. |
| Consideration | $4,220,000,000 |
| Applicant | B.S.A. SAS France 100% |
| Vendor | Fonterra Equities Limited New Zealand 100% |
| Background | The Applicant is the French incorporated parent company of the Lactalis group. The Lactalis group is a multinational group of companies producing dairy-based products. The Applicant is acquiring 100% of the shares in Mainland Group Holdings Limited (MGHL) from the Vendor (the Transaction). The Vendor is a wholly-owned subsidiary of Fonterra Co-operative Group Limited (Fonterra). The Transaction will result in the Applicant acquiring Fonterra’s global consumer business (excluding Greater China) and its integrated businesses in Oceania and Sri Lanka and its Middle East and Africa foodservice business, also known as the Mainland Group, of which MGHL is (or will be, following an internal restructure) the holding company. The Transaction will also result in the Applicant indirectly acquiring an interest in a parcel of industrial land comprising approximately 4.21 hectares of land located at 15 Una Street, Takanini, Auckland. This land is sensitive under the Act because it is located on the margins of the Manukau Harbour. The Applicant intends to continue using the facility located on this land for the manufacturing of dairy products. The main benefits to New Zealand are likely to include economic benefits arising from: the economic stimulus to Fonterra’s New Zealand farmer shareholders who will receive proceeds from the purchase price payable by Lactalis under the Transaction; approximately $100 million in capital expenditure commitments by Lactalis for the Mainland Group in New Zealand; continuing long-term supply agreements with Fonterra; and increased access to international markets for Fonterra. Consent was granted as the Applicants have met the investor test criterion and the investment is likely to benefit New Zealand. |
| More information | Glenn Shewan and Alex Bond Bell Gully (Auckland) PO Box 4199 Auckland 1140 |