EBOS Group Limited


Transaction Type: Company meeting (Allotment)

Allottee: Zuellig Group

Independent Adviser(s): Northington Partners (Rule 18)

Date of meeting: 14/06/2013


On 14 June 2013, EBOS Group Limited (EBOS) held a special meeting of shareholders. At the meeting, EBOS shareholders approved the allotment of EBOS shares to Zuellig Group (Zuellig) as part-consideration for EBOS' acquisition of Zuellig Healthcare Holdings Australia Pty Limited.

Key terms:
The purchase price for the transaction was NZ$865 million which was to be paid to Zuellig via two components:

  • The issue of fully paid ordinary shares in EBOS valued at NZ$498 million at the time (Proposed Allotment); and
  • A cash payment of NZ$367 million.

The Proposed Allotment would result in Zuellig holding 40% of the the total shares on issue in EBOS. Accordingly, the Proposed Allotment required shareholder approval under  rule 7(d) of the Code as an exception to the fundamental rule.

Northington Partners prepared a rule 18 independent adviser's report on the merits of the transaction.