It’s been announced that a consortium, comprising the Northland Regional Council (“NRC”), Port of Tauranga (“POT”) and Tupu Tonu (“TT”), had conditionally agreed to buy out minority shareholders in Marsden Maritime Holdings (“MMH”) in order to simplify the NZX group’s ownership structure through delisting its shares and bringing full control of Northport under a single ownership umbrella. Currently MMH owns 50% of Northport, and POT the other 50%.

The move was initiated by NRC, which currently holds 53.6% of the shares in MMH, following a review of its investment in MMH (as part of a wider investment portfolio review), which identified POT and TT as consortium partners. 

The conditional Scheme Implementation Agreement (“SIA”) with MMH provides for the consortium to acquire those shares not already held by NRC at a price of $5.60 per share (“scheme”). The MMH board has unanimously recommended that MMH shareholders vote in favour of the scheme, subject to no superior proposal (as defined in the SIA) being received, and as long as the scheme price falls within or above a valuation range of an Independent Adviser. MMH has appointed Grant Samuel & Associates as the Independent Adviser, with the approval of the Takeovers Panel.

Although key acquisition details have been agreed with MMH, the consortium’s obligation to proceed with the scheme is conditional on NRC obtaining council approval following a community consultation process which commences immediately and is expected to be completed by late April.

MMH’s second largest shareholder, Port of Auckland with a 19.9% stake, has agreed to vote in favour of the scheme, as long as the scheme price falls within or above the Independent Adviser’s valuation range. 

A special meeting of MMH shareholders is expected to be held in May 2025, subject to a decision by NRC on whether to proceed or not following community consultation.