Chapman Tripp is pleased to have helped Mercury NZ Limited (NZX, ASX: MCY) acquire all of Tilt Renewables Limited’s (NZX, ASX: TLT) New Zealand assets, operations and future development options.
The Chapman Tripp multi-discipline team was led by senior corporate partner Roger Wallis, and incorporated the firm’s energy, finance, corporate and cross-border investment practices. Core team members were partners Lauren Curtayne, Luke Ford, Tessa Baker, and senior associates Luke Bowers, Jeryl-lynn Govender and Hayden Reyngoud.
The deal will keep Tilt Renewables’ New Zealand assets in New Zealand ownership and enable Mercury to make an even more significant contribution to New Zealand’s decarbonisation goals through renewable generation.
This was a relatively complex multi-party, two-step transaction under which Powering Australian Renewables (PowAR) bought all Tilt’s shares through a NZ$3.07b scheme of arrangement, including Mercury’s 19.9% stake in Tilt, and Mercury used the NZ$608m from that purchase, plus NZ$189m net debt, to acquire Tilt’s New Zealand assets.
“The acquisition was completed after Mercury and PowAR agreed on 16 April, following an under bidder making a late increased offer, to amend the original Scheme Implementation Agreement (SIA), with PowAR upping its contribution and Tilt providing greater certainty by removing SIA provisions which would have allowed Tilt to evaluate competing proposals."
Chapman Tripp was Mercury’s primary legal adviser, with Australian law support from King & Wood Mallesons. PowAR used Gilbert + Tobin in Australia and Harmos Horton Lusk in New Zealand. Tilt Renewables used Ashurst in Australia and Russell McVeagh in New Zealand. Infratil Limited, which owns 65.5% of Tilt and agreed to vote its shares in favour of the SIA, used Buddle Findlay.