The New Zealand Companies Act 1993 (Companies Act), together with the Takeovers Act 1993 and the Takeovers Code, are the primary laws regulating public and private M&A in New Zealand.  The Companies Act regulates share transfers, provides default rights to majority and minority shareholders, and sets out a mechanism for court-approved takeover arrangements.  The Takeovers Act 1993 and the corresponding Takeovers Code regulate certain acquisitions of voting control in listed and otherwise widely held companies, and prescribe frameworks for effective changes in control in such companies.

Where a party is listed on the New Zealand Stock Exchange (NZX), the NZX Listing Rules impose continuous disclosure and approval requirements. Public offers and transactions involving financial products, including equity securities in listed companies, will also be regulated under the Financial Markets Conduct Act 2013 (Financial Markets Conduct Act) which (depending on the nature of the transaction) impose public disclosure and fair dealing obligations on companies.

Other legislation may also be relevant depending on the nature of the transaction, including the Commerce Act 1986 (Commerce Act) and Overseas Investment Act 2005 (Overseas Investment Act). The Commerce Act prohibits M&A likely to substantially lessen competition and provides for voluntary clearance and authorisation processes administered by the New Zealand Commerce Commission. The Overseas Investment Act regulates and imposes mandatory consent requirements on acquisitions by overseas persons of sensitive assets and land.

Key regulatory authorities include the Takeovers Panel for Code Companies (which, in broad terms, is a New Zealand incorporated company listed on the NZX; or an unlisted company that has 50 or more shareholders and 50 or more share parcels and is at least ‘medium sized’ i.e., assets greater than NZ$30 million, or revenue greater than NZ$15 million), the Financial Markets Authority for conduct under the Financial Markets Conduct Act, NZX for compliance with listing rules, the Commerce Commission for clearance and authorisation applications, and the Overseas Investment Office for consent to foreign investment.  The High Court may also be relevant to approvals of certain statutory takeover arrangements.

The New Zealand M&A market in 2025 has been characterised as cautious, but resilient. While global economic uncertainty, elevated interest rates earlier in the year and broader macroeconomic pressures weighed on activity in the first half of the year, deal flow improved steadily through 2025, showing a marked improvement from activity in 2024. Market participants generally expect this momentum to continue well into 2026, although there are headwinds to contend with, including economic fallout from global conflicts.

Trade buyers have accounted for the majority of announced transaction activity in 2025.  Overseas buyers have accounted for a significant proportion of the overall transactions, with Australian and United States investors being the primary sources of cross-border deal flow, followed by Canadian and European pension funds as well as sovereign wealth funds from Singapore and the Middle East.  The interest from overseas investors is expected to continue well into 2026, with a weaker New Zealand dollar and interest rate reductions improving financing conditions generally.  Additionally, New Zealand’s relatively stable political and regulatory environment favours investment and proximity to Asia-Pacific regional growth makes New Zealand an increasingly attractive destination for foreign investment.

Fuelling inbound M&A activity and investment are recent regulatory changes, with the most notable reform being to the Overseas Investment Act.  The amendment represents the most significant reform of the Act since the introduction of the current legislation in 2005 and reflects a policy shift following a change in Government focussing on economic growth and the desire to attract increased foreign capital.  The changes are designed to make foreign investment in sensitive New Zealand assets less cumbersome, while still preserving ‘national interest’ powers of the New Zealand Government to intervene in investments which could be considered contrary to New Zealand’s security interests.  The extent of progressive reform is balanced against the recent changes to the Commerce Act which propose to strengthen merger control, increasing scrutiny, risk and regulatory intervention in transactions.

Looking ahead, there is a general consensus that M&A activity will strengthen in 2026, although this will be influenced heavily by geopolitical uncertainty, global economic conditions and the broader macroeconomic environment.  Also, a general election which is set to take place in November 2026 introduces an element of political uncertainty that may temper activity in the latter part of the year.

Technology, media and telecommunications (TMT) was the biggest driver of M&A activity in New Zealand. We expect TMT activity to continue into 2026, driven by sustained demand for data centres and digital infrastructure and the increasing commercial deployment of AI. New Zealand’s high proportion of renewable electricity generation and its strong privacy regime, including continued GDPR adequacy, further support M&A activity in New Zealand. This was illustrated by Pacific Equity Partners’ acquisition of a 75% stake in Spark’s data-centre business.

Financial services saw consistent M&A activity throughout 2025, with a clear trend toward consolidation driven by rising compliance costs, fee compression and the generational ownership transition occurring across many advisory businesses. The full implementation of the Financial Markets (Conduct of Institutions) Amendment Act 2022 in March 2025 has accelerated this dynamic, as smaller firms struggle to absorb licensing obligations independently. This is reflected in deals such as the merger of Jarden Wealth and JBWere New Zealand under the JBWere brand, and Shaw and Partners’ acquisition of a 75% stake in Investment Services Group.  We expect consolidation to continue into 2026.

The healthcare sector remained active, supported by sustained demand from New Zealand’s ageing population and ongoing capacity constraints in the public system. We expect other primary-care platforms to continue to attract investor interest in 2026.

The reforms to the Overseas Investment Act, which came into effect in March 2026, are likely to be the most significant catalyst for inbound M&A activity over the next two years. These reforms introduced a faster, risk based national interest screening regime which replaced a process that many international investors had long regarded as a material impediment to investing in New Zealand.  While it remains to be seen how quickly this will translate into completed transactions, these reforms have changed New Zealand’s status from one of the world’s most restrictive foreign direct investment regimes to a more open, investor friendly environment.

Global macroeconomic conditions, including the cost and availability of debt financing, inflation and interest rate movements, will continue to influence M&A transaction appetite. While New Zealand’s relatively weak dollar enhances the attractiveness of New Zealand assets to foreign acquirers, the extent to which these conditions hold will be a key determinant of deal volumes over the next two years.

Finally, global geopolitical uncertainty, including ongoing international conflict and continued volatility in international trade policy, represents a significant external risk to M&A activity over the next two years.  However, New Zealand’s relative geographical isolation, attractive regulatory environment and political stability mean we expect it to remain a compelling destination for foreign investment in uncertain times.

In New Zealand, the acquisition of a publicly listed company will typically be structured either as a ‘takeover offer’ under the Takeovers Code or a scheme of arrangement under the Companies Act.

A takeover offer is a regulated process designed to allow an acquirer to gain control of a code company by purchasing shares directly from the target company’s shareholders.

The Takeovers Code regulates any increase above 20 percent of the voting rights in a code company. Certain types of acquisitions may proceed under the Takeovers Code by way of a full offer (for 100% of shares) or a partial offer (for a specific percentage of shares), subject to strict rules, including those governing disclosure, offer mechanics, funding certainty, and equal treatment of shareholders. The NZX Listing Rules also apply to acquisitions involving NZX listed companies and operate alongside the Takeovers Code to regulate matters such as disclosure obligations, shareholder approval thresholds, and restrictions on certain transactions.

In broad terms, the takeover process under the Takeovers Code involves:

1. a takeover notice being given by an offeror to the target code company stating an intention to make a takeover offer
2. the takeover offer is made to the shareholders of the target company
3. the target company appoints an independent advisor, approved by the Takeovers Panel, to prepare advice for the shareholders on the merits of the offer, which (along with the target company’s statement on the takeover bid) is sent to shareholders
4. the target company’s shareholders decide whether to accept the offer and if minimum thresholds/conditions are met, the offer becomes unconditional and the offeror takes up the shares and makes payment.

The alternative to a takeover offer under the Takeovers Code is a scheme of arrangement.  This is a court supervised procedure under the Companies Act that enables an acquisition to proceed with court approval, and the approval of the relevant shareholder majorities.

Unlike a potentially hostile takeover offer which is not supported by the board of a target company, a scheme of arrangement is typically negotiated between the bidder and the board of the target company.  A ‘scheme booklet’, which includes an independent advisor’s report, is subsequently compiled and shared with the target company’s shareholders.  Schemes of arrangement may only proceed if they are approved by the prescribed shareholder majorities being (i) a majority of 75% or more of the votes in each interest class entitled to vote; and (ii) a simple majority of all the eligible voting rights.

While the High Court primarily supervises the process, the Takeovers Panel also plays a regulatory role (where a code company is involved), reviewing the scheme and providing a no objection statement to ensure the process aligns with the principles of the Takeovers Code, including fairness and equal treatment of shareholders.

Certain information relating to the target company will be publicly available on the New Zealand Companies Register. The Companies Register should provide information relating to directors, shareholders, shareholdings, the company’s constitution and the ultimate holding company of the target.

In addition, searches can also be undertaken in relation to the target company’s intellectual property through the Intellectual Property Office of New Zealand and the World Intellectual Property Organization. Other information may also be publicly available through the target company’s website, publicly released financial statements (where applicable), NZX announcements for listed companies, and other media sources.

Further, searches can be undertaken to identify whether the target company has been involved in litigation, whether any security interests are registered in respect of the assets of the business or the shares through the Personal Property Securities Register, and property records held by Toitū Te Whenua – Land Information New Zealand to confirm details of certain registered property interests.  There are fees associated with such searches.

A target company is generally not under a legal obligation to provide due diligence information to a potential acquirer. Access to diligence materials is typically secured via contractual obligations and is commonly managed through executing a non-disclosure agreement and sharing information via a virtual data room.

The level of legal due diligence will vary depending on the nature of the transaction and the requirements of the acquirer. In general, legal due diligence will involve the review of matters such as the target’s corporate structure, material contracts, employment arrangements, property (including real property and intellectual property), the relevant regulatory environment, financing and funding arrangements, and any disputes or litigation involving the target currently or in the past.

The board of directors of a target company is the primary decision-making body, responsible for the management of the company.

Most private M&A transactions in New Zealand will require a significant level of shareholder approval, although this will depend on how the target (and the transaction) is structured, and the extent to which a constitution/shareholders agreement alters the rights of shareholders at law.  Where the transaction involves an acquisition or a disposal of assets having a value equal to over half the value of the company’s assets, the transaction must be approved by at least a 75% majority of shareholders (or higher if required by the company’s constitution).

For M&A transactions where the target company is a code company, the Takeovers Code provides that shareholders are able to vote on an offer presented to them.  The offeror must get the minimum level of acceptances from shareholders (which is either a minimum of 50%, but can be up to 90%, depending on the type of offer) in order for the takeover to succeed. Additionally, shareholders have protective rights under the Takeovers Code.

In the case of a scheme of arrangement under Part 15 of the Companies Act, the scheme may only proceed if they are approved by the prescribed shareholder majorities being (i) a majority of 75% or more of the votes in each interest class entitled to vote; and (ii) a simple majority of all the eligible voting rights.

The key duties of directors of a target company are set out in the Companies Act.

Directors have a primary statutory duty to act in good faith and in the best interests of the company, exercising their powers for a proper purpose and to avoid actions that could prejudice the company including reckless or insolvent trading.  Directors must prioritise the company’s interests over their own personal interests.

Generally, there is no fiduciary duty imposed on controlling shareholders of a target company.  Shareholders have statutory obligations under the Companies Act, where the approval of shareholders is required in relation to specific actions to be taken by a company.  Additionally, their obligations or duties may be shaped by the target company’s constitution or shareholders’ agreement.

As set out in relation to question 27, minority shareholders have certain protections under the Companies Act.

Contractual arrangements with suppliers, landlords, key customers and other stakeholders often mean that there are consultation and, in some cases, approval rights where there is a change in ownership.  Mergers are commonly conditional on key stakeholders granting these approvals.

For employees, their arrangements with employers generally remain unchanged in share sales.  As a result, employees have limited rights to be consulted in the context of a share sale.  In contrast, an asset sale will generally result in the employees being made redundant from the target company and generally offered employment with the acquirer.  Although these rights do not amount to “approval” rights, there are mandatory consultation obligations on the target company.  Further, certain vulnerable employees must be given the option to elect (at their discretion) to transfer their employment to the purchaser on existing terms with their employment recognised as continuous.

Conditionality is a common feature of all M&A in New Zealand.  However, conditions imposed on the takeover of code companies cannot depend on, or be in the power or control of, the offeror.  In practice this prevents an offeror from imposing a subjective due diligence (or similar) condition, and requires them to have finalised all matters in their control prior to making an offer.

Deal protection provisions are largely unregulated in New Zealand, and acquirers commonly take steps to protect their interests at an early stage of a transaction by (amongst other things) including no-shop, no-talk, and notification provisions in exclusivity agreements.

The Takeovers Code restricts directors of code companies from permitting defensive tactics that could result in an offer being frustrated.  Accordingly, care should be taken when considering whether and how to restrict a code company’s dealings with other potential acquirers.

Another commonly used deal protection mechanism in New Zealand is the break fee.  In general, a break fee is an amount payable by the target company to an offeror when a specified event occurs and the offer fails.  Break fees are designed to compensate the offeror for the time, cost and effort expended in pursuing a transaction.  Unlike comparable jurisdictions, New Zealand does not have a specific rule regulating the quantum of break fees, although this has been identified as a gap by the Takeovers Panel, which has expressed the view that this should be regulated.

Stake building is also a recognised deal protection method available to acquirers in New Zealand, though its use is significantly constrained by the Takeovers Code.  Under the Code, an acquirer may build a stake of up to 20% of the voting rights in a target code company.  Any acquisition beyond that threshold will trigger the Takeover Code’s fundamental rule, requiring the acquirer to proceed by way of a compliant takeover offer or scheme of arrangement. In addition, an acquirer building a stake in a listed target must comply with the disclosure requirements under the Financial Markets Conduct Act.

In New Zealand, cash is the most common form of consideration, although combinations of cash with non-cash consideration, such as shares in the acquirer are also used.

Disclosure is required once an investor acquires 5% or more of the voting securities of an NZX-listed company, at which point they are considered ‘substantial product holder’.  Once an investor is a ‘substantial product holder’ they have various disclosure requirements, including in relation to increases or decreases in shareholding of 1% or more.

All New Zealand registered companies are required to notify the Registrar of Companies of all changes to their shareholding (whether by way of issue, transfer, buyback, or otherwise) including the number of shares on issue and their shareholder’s names, their registered office addresses (in the case of corporate shareholders) and their residential addresses (in the case of shareholders who are natural persons).

The disclosure obligations that apply to a transaction depend primarily on the nature of the target company.

NZX-listed companies. Listed companies are subject to the NZX Listing Rules’ continuous disclosure regime, which requires immediate disclosure of material information to the market. However, in certain circumstances a safe harbour may apply during genuine confidential negotiations.

Code Companies. Public disclosure is required once an offer has been made. At that point, comprehensive disclosure obligations are triggered for both the bidder and the target, the detail of which is addressed in question 22.

Private companies. There are no statutory disclosure obligations for private M&A transactions. The deal may remain entirely confidential until the parties elect to announce, subject only to any notification requirements arising from regulatory consents such as Overseas Investment Office or Commerce Commission approval.

No. Parties are free to contract for the length of time that negotiations and due diligence will last. If the negotiations or due diligence are not successful in the agreed time frame either party can normally terminate.

There are no restrictions for private M&A.

There is no express restriction in respect of a takeover bid of a code company.  However, the Takeovers Code prescribes timeframes for specific steps in a takeover offer (for example, deadlines for sending offer documents and minimum and maximum offer periods). The Takeovers Panel may also grant extensions in certain circumstances.

In respect of a schemes of arrangement (including for code companies), there is also no imposed statutory timeframe. Timing is driven by the court process and procedural requirements. However, in the case of a code company the Takeovers Panel expectation that the timing will largely align with the Takeovers Code.

In a takeover, the Takeovers Code provides that all offers to shareholders of the same class of shares must be for the same consideration.  Once made, any increase in consideration offered must extend to all shareholders of the same class and comply with the Takeovers Code.

In private M&A transactions, minimum price requirements may be set by a target company’s Constitution or Shareholders’ Agreement, both of which may set valuation formulas that apply to trigger event pricing or tag, drag, pre-emptive, shotgun, and other procedures.

Yes, a target company may give financial assistance to a person for the purpose of, or in connection with, the purchase of shares in the target company or its holding company, provided that the giving of such assistance is undertaken in accordance with the provisions of the Companies Act.

New Zealand law is customarily used as the governing law for purely domestic New Zealand acquisitions, although there is no legal requirement that this must be the case.  Where foreign parties are involved in the transaction (as buyer or seller) or where the transaction forms part of a broader global deal, the choice of governing law remains available to the parties.

However, New Zealand statute, public policy or other circumstances may override the parties’ choice and require the parties to comply with all relevant New Zealand law regardless (such as in relation to employment matters arising from the transaction).

In the context of an offer for a listed target company, the Takeovers Code prescribes the documentation an acquirer (as offeror) must make publicly available. This includes that the offeror must produce a takeover notice, which signals the intention to make an offer and includes all material information required under the Takeovers Code. The Takeovers Code also requires ongoing disclosures, including notifications of every 1% increase in acceptances for each class of equity securities, and notifications relating to any conditions to which the offer is subject.

The formalities for documenting a transfer of shares are governed by the Companies Act.  Shares in a company are transferred by entering the name of the transferee on the company’s share register (subject to any restrictions in the company’s constitution). The process requires delivering a share transfer form signed by the holder (transferor) and if necessary, by the transferee to the company or its agent maintaining the share register. Once received, it must be promptly entered into the register, unless the board lawfully delays or refuses registration pursuant to the constitution or the Companies Act.

Special rules apply where a company’s shares are subject to a listing agreement with a stock exchange or are transferred through an approved electronic system.  In these cases, the transfer of shares generally occurs in accordance with the relevant approved electronic systems rules.

There is no stamp duty payable in New Zealand, and therefore no stamp duty applies in New Zealand on the transfer of shares.  New Zealand taxation laws will apply to determine the tax payable (if any) on capital gains or losses and revenue gains or losses based on the individual taxation position of the respective sellers and acquirers.

Hostile acquisitions are not a common feature of the New Zealand M&A market. While neither the Takeovers Code nor the Companies Act prohibit a bidder from proceeding without the support of the target company board, the vast majority of transactions are agreed or recommended deals and having the target company’s board’s recommendation is generally beneficial to a bidder’s prospects of success.

If a target company receives a hostile approach, provided that the directors comply with their directors’ duties under the Companies Act and, if applicable, the Takeovers Act 1993 and Takeovers Code and disclosure obligations, there should be limited risk for directors.

Directors are required to obtain a report from an independent advisor on the merits of any takeover offer.  This ensures shareholders receive an objective assessment of the offer and also supports directors’ decision making while protecting them from a claim of alleged bias in relation to a hostile approach.

Under the Takeovers Code, when a shareholder (or two or more persons acting jointly) holds or controls 90% or more of the voting rights in a code company (dominant owner) they may undertake a compulsory acquisition of the remaining shares in the target company.  The dominant owner must comply with various notification requirements.

Shareholders of private companies are afforded various rights under the Companies Act. For example, minority shareholders with at least 5% of the voting rights in the target can compel a shareholders’ meeting to be called.  Minority shareholders may also have rights under a private company’s constitution or shareholders agreement, such as ‘tag along rights’ which enable them to tag along with a subsequent sale of the shares in the target company.

There are also rights available to minority shareholders to apply to the Court for relief if they consider that they have been treated in a manner that was oppressive or unfairly discriminatory or prejudicial.

In a public M&A context, the Takeovers Code contains a majority‑initiated mechanism which is triggered when a shareholder becomes a “dominant owner” by holding 90% of the shares in a target company.  Once this threshold is met, the Code permits the dominant owner to acquire all remaining shares in the target company.

In private M&A, a target company’s constitution or shareholders’ agreement may contain ‘drag-along rights’, allowing the majority shareholders to require the minority shareholders to sell their shares to an acquirer.