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Chapman Tripp is pleased to have advised Heartland Group Holdings Limited on its proposed $620m merger of Heartland Bank with TSB Bank.
The transaction will create TSB Heartland Bank, a new challenger bank with a strong regional focus, and New Zealand’s seventh largest bank by total New Zealand assets.
Under the proposed transaction, Heartland will acquire all shares in TSB Bank Limited from Toi Foundation. The merger will combine Heartland Bank’s specialist product capability with TSB’s funding platform and transactional banking services to create a full-service bank with greater scale and broader product offerings.
The $620m consideration comprises a mix of Heartland equity, a pre-completion cash dividend, a vendor loan and Tier 2 capital, with Toi Foundation expected to hold a 17.5% shareholding in Heartland on completion.
Partner Tim Tubman commented “Chapman Tripp is proud to have a long history with Heartland, having acted on the merger that established Heartland Bank in 2010. This proposed merger with TSB Bank represents another transformative milestone – creating a challenger bank of genuine scale with a strong regional focus that will increase competition and choice for New Zealand banking customers.”
The Chapman Tripp team was led by Partners Rachel Dunne and Tim Tubman, supported by a wider team from across the firm.
Rachel Dunne said,
“This is a landmark transaction for Heartland and for the New Zealand banking landscape. We are delighted to have been able to work closely with the Heartland team over many months to reach this significant milestone and look forward to supporting them through to successful completion of the merger.”
Andrew Dixson, Chief Executive of Heartland said “Chapman Tripp has been an invaluable partner throughout this process. Their deep understanding of Heartland and their collaborative approach have been instrumental in helping us navigate the complexities of the transaction to date. We are grateful for their support as we work towards creating TSB Heartland Bank.”
Completion is targeted for December 2026, subject to shareholder, regulatory and other required approvals.
Core transaction team
Tim Tubman, Rachel Dunne, Luke Ford, Alex Franks, Hillary Roberts, Ruth Wright and Hamish Butler.
Specialist teams
Emma Peart, Bevan Miles, Kelly McFadzien, Tessa Baker, Marie Wisker, Laura Fraser, Matt Sumpter, Alan Lester, Charlotte Montgomerie, Hayden Reyngoud, Conor Tinker, Angela Sargent, Honor Kerry, Nick Beresford, Doug Tang, Nuku Tau, Cale Tu'inukuafe, Rupert Gates, Lily Li, Patricia Alcartado, Elin Harris, Patrick Reidy, Lily Bosley and Shani McMullan.
