Areas of Specialisation
Corporate and Commercial Law
Te Tiriti O Waitangi
Mergers and Acquisitions
Graham has extensive experience acting for a wide range of leading corporate clients (both domestic and international). He has particular expertise in mergers and acquisitions, the sale and purchase of shares and assets, takeovers (under both the New Zealand and Australian Takeover Codes) and foreign investment (New Zealand and Australia). He also has considerable experience in capital markets, Securities Act issues, company law, governance issues and on trans-Tasman matters legal and structuring issues.
Examples of significant transactions:
- Advising Nufarm Limited (previously Fernz Corporation Limited) on:
- the first corporate migration of a New Zealand listed company to Australia, including providing advice on all corporate and regulatory issues, the restructuring of capital notes and group restructuring
- strategic alliance arrangements with Merial Corporation
- on joint ventures with offshore entities in China, India, Malaysia, the Netherlands, Australia, the United Kingdom and France
- the sale of its interest in BOP Fertiliser Limited to Norske Hydro
- the trans-Tasman NSS debt issue for Nufarm AUD$251 million (NBR debt deal of the year 2007)
- Advising ArborGen LLC, a US Delaware company on its acquisition of a substantial bio-forestry genetic seedling business from Rubicon Limited and associated parties.
- Acting for Argenta Limited, animal health research and development and toll manufacturing entity.
- Advising Sumitomo Forestry Co. Ltd., Japan on its bid to acquire the Australasian medium density board assets from Carter Holt Harvey.
- Advising Glenealy Plantations (Malaya) Berhad in relation to the acquisition of the Fletcher Challenge forestry plantations on the North Island’s East Coast.
- Advising Ferrier Hodgson (now Korda Mentha) as receivers of the Central North Island Forestry Partnership joint venture. This involved numerous complex legal and commercial issues with an approximate value of $1.5 billion.
- Advising on New Zealand aspects of Samling Global Limited’s initial public offering (IPO) and listing on the Hong Kong Stock Exchange. The IPO raised over HK$2 billion (prior to the exercise of the over-allotment option). The over-allotment option was subsequently exercised in full, raising in excess of a further HK$300 million.
- Advising Vital Foods on its restructuring and subsequent issuing of equity to BioPacific Ventures, L.V. LP and Seeka Kiwifruit Industries Limited. The transaction was a significant step forward for Vital Foods to enable it to conduct clinical trials with respect to a range of kiwifruit products and derivatives claimed to reduce the incidence or relieve the symptoms of digestive tract disorders.
- Advising a consortium of buyers who acquired the business of Euroglass Systems Limited.
- Acting for the former Chairman of Directors of Fletcher Challenge Limited in relation to an insider trading prosecution.
- Advising Transpower New Zealand Limited on the Powerlinks Project to supply electricity to Auckland and Northland for their electricity needs for the next 30-50 years. This was a joint venture between Transpower, United Networks and Vector for the laying of power and associated cables from Southern Auckland through to Albany, Approximate value $350 million.
- Advising British Telecommunications plc on:
- the sale of its shares in CLEAR Communications Limited to TelstraSaturn Limited for $430 million
- the sale of the Inmarsat Satellite Station at Auckland, including preparing and reviewing the share sale agreement and guarantee documentation.
- Advising ABN Amro Rothschild as underwriter of Skelmax Industries Limited float. ($110 million)
- Advising United Technologies Corporation (acting through its Pratt & Whitney division) on a joint venture with Air New Zealand Limited relating to the overhaul of aeronautical engines, including obtaining Overseas Investment Commission consent and reviewing various service contracts.
- Acting for Asia Pacific Breweries Limited (a joint venture between Heineken and Fraser & Neave) in relation to its takeover of DB Group Limited and subsequent delisting from the NZX.
- Acting for Māori Investments Limited on its acquisition of Tarawera Forest from Tenon Limited.
- Acting for Ngāti Tuwharetoa Ki Kawerau on:
- its Treaty of Waitangi settlement with the Crown and the development of the assets acquired under that settlement
- its acquisition of reputedly the second largest geothermal energy field in the world, from the Crown
- long term supply agreement for geothermal energy to Norske Skog and associated parties.
- Acting for Ngatahi Charitable Trust on its proposal to purchase CHH East Coast Forest assets.
- Acting on various debt and equity issues in compliance with the provisions of the Securities Act 1978 and its regulations.
- Acting for one of the large Australian banks on the proposed acquisition of the National Bank of New Zealand Limited.