A CONSORTIUM, comprising the Northland Regional Council, Port of Tauranga and Tupu Tonu* has conditionally agreed to buy out minority shareholders in Marsden Maritime Holdings in order to simplify the NZX group’s ownership structure through delisting its shares and bringing full control of Northport [Marsden Point] 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 with MMH provides for the consortium to acquire those shares not already held by NRC at a price of NZ$5.60 per share. 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.

NRC says it identified both POT and TT as its preferred partners after a review of its investment in MMH (as part of a wider investment portfolio review) that it commenced in early 2023. The partnership not only provides increased Northland ownership through NRC and TT but also increased financial and operational commitment and expertise via increased POT ownership. 

The strategic rationale for the proposed transaction includes:

Geoff Crawford, NRC Chair, said partnering with POT and TT “brings real strength and alignment to this strategic initiative. MMH, which has a 50% holding in Northport, is our single largest investment and a hugely important asset for the future of Te Taitokerau. 

“We think there’s a better way to structure this investment which will have improved benefits and outcomes for our region. Importantly, this proposal keeps ownership of the port in New Zealand, gives Northland a bigger stake and influence over the future direction of this regionally significant infrastructure asset, while at the same time further strengthens our strategic partnership with the country’s largest port operator.”

Should all conditions be met and minority shareholders approve the scheme then the ownership structure of the combined MMH and Northport would be NRC 43%, POT 50%, TT 7%.

While the consortium parties have reached agreement to work together for the acquisition of the MMH minorities, at this stage no decisions have been made by the consortium on the future expansion of the port or capital requirements to achieve this.

*Tupu Tonu is a Crown-owned investment company tasked with acquiring and building a portfolio of commercial assets that can be offered in future Treaty settlement negotiations with Ngāpuhi. To date, Tupu Tonu has invested approximately half of its $150m initial capital allocation in a range of whenua-based and strategic sectors such as infrastructure and energy, primary industries and commercial property.