Announcement • Jun 27
Northland Regional Council, Port of Tauranga Limited (NZSE:POT) and Tupu Tonu acquired 46.4% stake in Marsden Maritime Holdings Limited (NZSE:MMH) from Port of Auckland Limited, Northland Regional Council and others.
Northland Regional Council, Port of Tauranga Limited (NZSE:POT) and Tupu Tonu entered into a non-binding indicative proposal to acquire 46.4% stake in Marsden Maritime Holdings Limited (NZSE:MMH) from Port of Auckland Limited, Northland Regional Council, Salt Funds Management Limited and others on August 7, 2024. Northland Regional Council, Port of Tauranga Limited (NZSE:POT) and Tupu Tonu entered into a Scheme Implementation Agreement to acquire 46.4% stake in Marsden Maritime Holdings Limited (NZSE:MMH) from Port of Auckland Limited, Northland Regional Council and others for NZD 130 million on February 24, 2025. A cash consideration of NZD 5.6 per share will be paid by Northland Regional Council, Port Tauranga Limited and Tupu Tonu. On implementation of the Scheme, the Consortium has confirmed that MMH would procure POT’s interest in Northport (currently 50:50 owned by MMH and POT), upon which Northport would become a wholly-owned subsidiary of MMH. MMH would be de-listed from the NZX and the Consortium would hold all shares in MMH, with 50% allocated to POT, 43% to NRC, and 7% to Tupu Tonu.
The special meeting of shareholders to approve the Scheme is expected to be held in May 2025. Shareholder approval requires the voting support of both a majority of 75% of each class of shareholders (as may be determined by the High Court), and a majority of more than 50 per cent of the total voting rights attaching to MMH shares. The Consortium has advised MMH that Port of Auckland Limited (a 19.9 % shareholder in MMH) has been consulted and has agreed to enter into a Voting Agreement to vote all its shares in favor of the Scheme.
The transaction is subject to outcome of community consultation to be undertaken by Northland Regional Council pursuant to the Local Government Act 2002, New Zealand High Court approval and approval at a special meeting of MMH’s shareholders. The deal has been unanimously approved by the board of Marsden Maritime Holdings. Provided the shareholder vote meets the thresholds outlined above and all other conditions are met, the Scheme is expected to be implemented in June 2025. As per the announcement dated April 22, 2025 Port of Tauranga’s consortium partner Northland Regional Council voted to progress the proposed takeover of Marsden Maritime Holdings. As of May 29, 2025, Board unanimously recommended that Shareholders vote in favour of the Scheme. At the special meeting of Marsden Maritime Holdings Shareholders held on May 29, 2025, the Scheme Resolution was approved. The Scheme remains subject to the receipt of a ‘no-objection statement’ from the Takeovers Panel , and final High Court Approval. MMH will be sending the High Court an application for final orders to approve the Scheme. The indicative date for the final court hearing is June 11, 2025. Three working days after the Court’s Final Orders, MMH shares will be suspended from trading on the NZX. Implementation of the Scheme is expected to be around June 26, 2025. As of June 12, 2025 Marsden Maritime Holdings Limited (MMH) has received High Court approval for its scheme of arrangement with a Consortium comprising Northland Regional Council, Port of Tauranga Limited, and Ngapuhi Investment Fund Limited (Tupu Tonu). Under the scheme, the Consortium will acquire all MMH shares not already held by Northland Regional Council at NZD 5.60 per share in cash.
Montarne Capital Partners Limited acted as the financial advisor and Heimsath Alexander Law acted as the legal advisor to Marsden Maritime Holdings. Grant Samuel Group Limited acted as the financial advisor Marsden Maritime Holdings Limited. Computershare Investor Services Pty Limited acted as the registrar to Marsden Maritime Holdings Limited.
Northland Regional Council, Port of Tauranga Limited (NZSE:POT) and Tupu Tonu completed the acquisition of 46.4% stake in Marsden Maritime Holdings Limited (NZSE:MMH) from Port of Auckland Limited, Northland Regional Council and others on June 26, 2025. Northport Group Limited is owned 50% by Port of Tauranga, 43% by Northland Regional Council and 7% by Tupu Tonu (Ngapuhi Investment Fund Limited). MMH is now a 100% subsidiary of Northport Group Limited and has been delisted from the NZX.
