Oregon Targets Majority Control of New Zealand King Salmon

Oregon Moves Towards Majority Voting Control

Oregon Group is positioning itself to control New Zealand King Salmon Investments Limited (NZX/ASX:NZK), with a proposed share transaction and voting deed that would take its control of NZK’s voting rights to 50.68%.

The arrangement would see China Resources Asset Management Limited sell 53,125,934 NZK shares, equivalent to 9.87% of the company, to Oregon and the Porus Holdings Trust for NZ$0.225 per share. The consideration is approximately NZ$11.95 million in total, with Oregon and the trust each acquiring half of CR Assets’ holding.

Voting Deed Creates Effective Control

The more consequential element is a separate voting deed between Oregon and the Porus Holdings Trust. It would give Oregon control over the voting rights attached to the trust’s increased 6.19% holding, taking Oregon’s total voting control to 50.68%.

Oregon has told NZK that the voting deed is intended to provide certainty that it can consolidate NZK for accounting purposes. That is a stated accounting objective, rather than a completed change of control: both the share purchase and the voting arrangement remain conditional.

Shareholder and Regulatory Tests Remain

The deal requires ordinary shareholder approval under Rule 7(c) of the Takeovers Code, as well as approval for the increase in Oregon’s voting control under an exemption sought from the Takeovers Panel. Oregon and the Porus Holdings Trust must also obtain Overseas Investment Office consent.

A shareholder meeting will be convened in due course, with an Independent Adviser’s Report due to accompany the notice. CR Assets, Oregon, the trust and their associates will be excluded from voting on the relevant resolutions, leaving the decision with the company’s other shareholders. Oregon has agreed to pay NZK’s reasonable external costs of preparing for and holding the meeting.

The proposed price gives shareholders a concrete reference point, but the announcement does not provide the adviser’s valuation conclusions, a completion timetable or the market price against which NZ$0.225 should be assessed. Those details will matter when shareholders decide whether the proposed concentration of voting power is acceptable on the terms presented.