DecisionConsent granted retrospectively
Section 12(b) Overseas Investment Act 2005
Decision date7 July 2011
InvestmentAn overseas investment in sensitive land, as a result of the shareholders of the former Merck & Co., Inc (now Merck Sharp & Dohme Corp.) acquiring 68.0% of the shares of the Applicant (formerly Schering-Plough Corporation) which owns or controls a freehold interest in 29.4088 hectares of land at 66A TVL Road, Upper Hutt.
ApplicantMerck & Co., Inc.
United States of America (100%)
VendorExisting shareholders of Schering-Plough Corporation
United States Public (82.07%)
Wellington Management Company, LLP, United States of America (12.93%)
Capital Research Global Investors, United States of America (5.0%)

The Applicant is seeking retrospective consent to a change in the control of sensitive land as a result of a merger between the Applicant (formerly Schering-Plough Corporation) and the former Merck & Co., Inc. (now renamed Merck Sharp & Dohme Corporation) on 3 November 2009.

The merged entity is now the second largest pharmaceutical company in the world with business operations in more than 150 countries. The merged entity conducts research, manufacturing and distribution of a broad range of innovative products to improve human and animal health, including vaccines and antibiotics.

The overseas investment transaction has satisfied the criteria in section 16 of the Overseas Investment Act 2005. The 'substantial and identifiable benefit to New Zealand' criteria were satisfied by particular reference to the following factors:

Overseas Investment Act 2005
17(2)(a)(v) – Additional investment for development purposes

Overseas Investment Regulations 2005
28(b) – Key person in a key industry
28(c) – Affect image, trade or international relations

More informationRobert Bycroft
Chapman Tripp (Auckland)
PO Box 2206
Retrospective penalty$5,000.00