Decision number200520100
Application number200520119
Date15 December 2005
Offeror/applicantGoodman Fielder Limited
Ultimate applicant beneficial ownership51.5062 percent - New Zealand, Hart (Graeme Richard)
38.3426 percent - Australia, Australian Public
4.9068 percent - New Zealand, New Zealand Public
1 percent - United States of America, Degnan (Thomas James)
1 percent - Australia, Hardman (Timothy Guthrie)
1 percent - New Zealand, Perrett (Hugh Earle)
1 percent - Australia, Margin (Peter Maxwell)
1 percent - Australia, Ould (Maxwell Gilbert)
0.2444 percent - Various, Various overseas persons
Beneficial overseas ownership 
- Asset currentN/A
- Asset proposedN/A
- Share current41.05 percent
- Share proposed42.587 percent
Offeree(s)/seller(s)Burns, Philp and Company Limited
53.73 percent - New Zealand, Hart (Graeme Richard)
40.79 percent - Australia, Australian Public
5.22 percent - New Zealand, New Zealand Public
0.26 percent - Various, Various overseas persons
Business activitiesManufacturing - Food, Beverage & Tobacco
Details of land involved0.91 hectares of freehold situated at 248 East Tamaki Road, East Tamaki, Auckland being CT NA49A/407 (North Auckland Register).
Regions involvedAuckland
Various
Total considerationNZ$197,168,546
Consent SoughtTo acquire up to 100 percent of the securities of Goodman Fielder Commercial New Zealand Limited, Goodman Fielder New Zealand Limited, GF Retirement Nominees Limited, and Goodman Fielder Treasury New Zealand Limited (formerly QBNZ1 Limited).
Rationale

The application has been approved as it met the criteria.

The Overseas Investment Office is satisfied that the individuals with control of the Applicant collectively have business experience and acumen relevant to the overseas investment, and that the Applicant has demonstrated financial commitment towards the overseas investment. The Overseas Investment Office is further satisfied that each individual that exercises control over the Applicant are of good character and are not an individual of the kind referred to in section 7(1) of the Immigration Act 1987.

Goodman Fielder Limited (Goodman Fielder) is a subsidiary of Burns, Philp & Company Limited (Burns Philp). Burns Philp has announced that it intends to undertake an intra-group restructuring that will establish a new Australasian food group with Goodman Fielder as the parent company of that group. It is proposed that shares in Goodman Fielder will be offered to institutional and retail investors in New Zealand and Australia and to institutional investors in certain other overseas jurisdictions through an initial public offering (IPO). Goodman Fielder will be listed on the Australian and New Zealand Stock Exchanges following the IPO.

To facilitate the IPO, Burns Philp will undertake the intra-group restructuring of shareholdings of the companies which conduct its New Zealand operations. The restructuring involves Goodman Fielder acquiring the bakery, spreads, oils and commercial foods businesses of the Burns Philp group in New Zealand, and all of the shares in New Zealand Dairy Foods Holdings Limited (NZDFH) (refer A200520098/D200520078). NZDFH is the parent company of the New Zealand Dairy Foods group which supplies four major products in the New Zealand dairy market including milk and cream, yoghurt and dairy desserts, spreads, and cheese. The proposed transactions are likely to extend Goodman Fielder's market position in the New Zealand food market and capture synergies through economies of scale.

The overall proposal involving the intra-group restructuring and the NZDFH acquisition is likely to result in the following benefits:

  1. increased export receipts for New Zealand exporters;
  2. greater efficiencies to the businesses of Goodman Fielder Limited and New Zealand Dairy Foods Holdings Limited; and
  3. the introduction into New Zealand of additional investment for development purposes.
ContactGlenn Joblin/David Blacktop
Bell Gully
P O Box 4199
AUCKLAND