공시 • Jul 11
Contact Energy Limited (NZSE:CEN) completed the acquisition of Manawa Energy Limited (NZSE:MNW) from Renew Nominees Limited, Infratil Investments Limited, Alliant Energy New Zealand Ltd. and Tauranga Energy Consumer Trust and others.
Contact Energy Limited (NZSE:CEN) entered into a Scheme Implementation Agreement to acquire Manawa Energy Limited (NZSE:MNW) from Renew Nominees Limited, Infratil Investments Limited, Alliant Energy New Zealand Ltd. and Tauranga Energy Consumer Trust and others for NZD 1.8 billion on September 11, 2024. The consideration consists of common equity of Contact Energy Limited at a ratio of 0.5719 per common equity of Manawa Energy Limited. A cash consideration valued at NZD 1.16 per share will be paid by Contact Energy Limited. As of June 18, 2025, the consideration was revised. The Consideration now consists of NZD 1.12 in cash, referred to as the Cash Consideration, and 0.5830 new ordinary shares in Contact, referred to as the Scrip Consideration. The transaction has a Break and reverse break free of approximately NZD 18 million.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, subject to antitrust regulations and subject to court approval. The deal has been unanimously approved by the board. The expected completion of the transaction is January 1, 2025, to June 30, 2025. Transaction is accretive on a Normalised EBITDAF less SIB capex per share basis and is expected to deliver an IRR exceeding Contact’s WACC. As on October 1, 2024, The Commerce Commission has received a clearance application from Contact Energy Limited, seeking clearance to acquire up to 100% of the shares in Manawa Energy Limited. The Commission expects to issue a statement of preliminary issues and call for submissions on the clearance application in October. As of late December, the Commerce Commission announced an extension of time (from December 24, 2024, to March 31, 2025) to make a decision on the potential acquisition of Manawa Energy by Contact Energy via a Scheme of Arrangement. As of February 6, 2025, The NZCC has issued a Statement of Issues as part of its ongoing process to assess the competitive effects of the proposed transaction. The issue by the NZCC of a SoI is a regular part of the merger clearance process – it is not a final decision and does not mean that the NZCC intend to decline or to clear a merger. The NZCC is scheduled to issue its clearance decision by March 31, 2025. As of February 6, 2025, Contact continues to target scheme implementation by the end of first half calendar year 2025. As of February 5, 2025, The Commerce Commission has published a Statement of Issues relating to the application from Contact Energy Limited seeking clearance to acquire up to 100% of the shares in Manawa Energy Limited. The Commission is seeking submissions from Contact, Manawa and other interested parties on the issues raised in the Statement of Issues. As of March 9, 2025, CONTACT ENERGY LIMITED issued response to commerce commission statement of issues in relation to its proposed acquisition of Manawa. as of March 31, 2025, NZCC was due to release its clearance decision. Manawa notes that the NZCC has confirmed that it is extending the deadline for its decision by six weeks to May 9, 2025. Manawa expects the remaining conditions to be satisfied and completion of the Scheme to occur by mid-2025. On May 7, 2025, The New Zealand Commerce Commission has approved the transaction. As of June 18, 2025, the scheme has been approved by shareholders of Manawa. In total, 99.97% of all votes cast at the Scheme Meeting and 84.83% of the total voting rights in Manawa, were in favour of the Scheme. The final steps in the Scheme process are now underway, including an application to the High Court for final orders.
The transaction is expected to close in July 2025. As of May 19, 2025, the transaction is expected to close in July 11, 2205. If the High Court approves the Scheme and all remaining conditions are satisfied or waived, implementation of the Scheme is expected to occur as scheduled on July 11, 2025. As of July 3, 2025, the transaction has been approved by the High Court.
UBS New Zealand Limited and Cameron Partners Limited/Rothschild & Co acted as Joint financial advisor for Contact Energy Limited. Amon Nunns, James Cooney, Glenn Shewan and Zac Kedgley-Foot of Bell Gully acted as legal advisor for Contact Energy Limited. Macquarie Capital (New Zealand) Limited acted as financial advisor to Alliant Energy New Zealand Ltd and Infratil Investments Limited. Lazard & Co Pty Ltd.acted as Financial advisor and Harmos Horton Lusk acted as legal advisor to Manawa Energy Limited. A&B Competition Lawyers acted as Legal advisor to Manawa Energy Limited. Grant Samuel Group Limited acted as the independent financial advisor to Manawa.
Contact Energy Limited (NZSE:CEN) completed the acquisition of Manawa Energy Limited (NZSE:MNW) from Renew Nominees Limited, Infratil Investments Limited, Alliant Energy New Zealand Ltd. and Tauranga Energy Consumer Trust and others on July 11, 2025.