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October 1995 decisions

October 1995 decisions

Kraft products and assets sold to Heinz/Watties

From one transnational to another … Kraft General Foods New Zealand Ltd, a subsidiary of Kraft General Foods Inc of the U.S.A. is selling Craigs and Kraft products to J Watties Foods Ltd, a subsidiary of H.J. Heinz Company of the U.S.A. Assets affected are “all the business, related assets and related liabilities (except for those assets and liabilities agreed not to be included) associated with the ‘Craigs’ jams and marmalade business, the ‘Craigs’ and ‘Kraft’ flavoured and salad beans business, the ‘Kraft’ salad dressings, mayonnaise, and sauces business, and the ‘Kraft’ portion control unit business.” Wattie (now officially Heinz-Wattie, according to the Press, “Wattie’s now Heinz-Wattie”, 20/4/95, p.33) told the OIC that, as well as “economies of scope and scale”, the acquisition would “provide for it a justification for further investment in glass container and other capital equipment, more quickly and to a greater extent than would be possible without the acquisition”. Kraft is said to be selling “as part of its global strategy of shedding non-strategic businesses”. It is part of the Philip Morris group of companies.

Kraft announced in May 1995 that it intended to sell its New Zealand-based Craigs and Chesdale processed cheese operations. Craigs’ annual sales are reported to be $30 million. Heinz-Wattie received Commerce Commission approval for the acquisition in October, the Commission saying that though Heinz-Wattie would become a large jam producer, there was sufficient competition from imports and small jam producers. It would mean a “slight increase” to Heinz-Wattie’s share of the baked bean and spaghetti market where it already held 83.5%. “However, there is ease of entry into production in New Zealand, and there is possibility of increased imports under the manufacturer’s brands or as house-brands”, said the Commerce Commission. (Press, “Wattie ‘one of several’ after Craigs”, 4/10/95, p.34; “Wattie given go-ahead on Kraft units”, 16/10/95, p.32.)

Kraft was already active in New Zealand by the 1970’s, manufacturing Vegemite. However, its first attempt at taking over the processing of New Zealand products was in 1973-74 and proved highly controversial. It was strongly opposed by parts of the dairy industry, the Federation of Labour and the Dairy Workers and other unions. Kraft wanted to enter the dairy industry by trying to take over the Butland group which made Chesdale and Dairylea cheese, Goldpack dried fruit and other products, Craigs and Blue Bonnet jams, and other processed products. Opposition was based on fears that transnationals would dominate the industry, including warnings from farmers’ organisations in Canada, based on their experience of Kraft holding down milk prices and knocking out Canadian cheese producers. In addition, Nestlé was clearly waiting in the wings if Kraft succeeded. The Labour Government approved a 60% takeover of Butland subsidiary, New Zealand Cheese Ltd, as long as Kraft had only 50% voting power. However, Kraft was forced to withdraw in the face of the public opposition, saying it “was not going to impose itself on a country in which it was not wanted”.

Instead, Kraft craftily waited quietly until 1981, when the Muldoon government allowed it to buy 49% of Butland industries itself. By then, Butlands and the New Zealand Dairy Board each had a 50% share in a large-scale cheese processing plant at Penrose, Dairy Industries Ltd. The Dairy Workers’ Union still had concerns, but the public opposition had apparently been either exhausted or satisfied by the involvement of the Dairy Board in the deal. In August 1989 it bought the remaining 51% of Butlands it did not already own.

It is not at all obvious that any of the promises of the Butlands takeover by Kraft have been fulfilled. These included wider markets (especially access to the United States market), and production of a greater range of products in New Zealand. Most of the most important developments were already underway when it was locally owned. Whatever has been developed is now being passed on to another transnational.

(Ref: Australian Financial Review, “NZ Government, labour turn cold to Kraft Foods entry”, 26/11/73, p.28; “NZ lets Kraftco in – with strong strings attached”, 29/11/73, p.16; People’s Voice, “Kraft cheese take-over ‘safe-guards’ designed to stifle widespread protests”, undated 1974?; Press, “Kraft succeeds at last”, 12/11/81, p.21; “Dairy Workers’ Union still concerned over Kraft”, 9/2/82; “Kraft to buy all of Butlands Inds”, 12/8/89.)

Fulton Hogan and Auckland Regional Services Trust form rubbish joint venture

A company which will own rubbish disposal operations in Auckland and the South Island, EnviroWaste Services Ltd, is being set up by Fulton Hogan Ltd (50%) and Auckland Regional Services Trust-owned company, Northern Disposal Systems Ltd (50%). It is taking over Zelman Ltd, owned by Northern Disposal Systems, for $0, all the assets of Northern Disposal Systems itself, for $12,000,000, Otago-based Tartan Enterprises Ltd, owned by Fulton Hogan, for $0, and the “refuse disposal assets” of Fulton Hogan itself, for $10,000,000. Fulton Hogan is Dunedin-based but is owned 36.94% by Shell New Zealand Holdings Ltd of the U.K. As part of the establishment of the joint venture, EnviroWaste is also issuing 10,000,000 $1 ordinary shares to Fulton Hogan for $10,000,000. “It is … claimed that the proposal will result in increased efficiency of the refuse disposal and landfill businesses in the South Island and Auckland by a synergistic combination of the two.”

The company will be the third-largest waste management company in Aotearoa. Northern Disposal operates two transfer stations and two landfills in Auckland. Fulton Hogan, a civil engineering and contracting company with 29 branches in Aotearoa, has rubbish operations in Nelson, Blenheim, Timaru, Christchurch (Waste Systems) and Dunedin.

The background to this development is the oozing (in some cases spurting) privatisation of local body services. The largest private contractor in rubbish is the notorious but rapidly expanding Waste Management NZ, and it is undoubtedly that company which the joint venture has in mind when it talks of the need for size. Auckland Regional Trust member, Neville Aitchison, commenting on the announcement, said that “New Zealand’s waste management industry was dominated by two big companies. Northern Disposal Systems needed to boost its ‘critical mass’ if it was to seriously contemplate expanding its range of services and compete against larger operators.” Effectively it is Auckland’s capitulation to privatisation of its rubbish disposal services, and an expression of interest in those of other local bodies.

(Ref: Press, “Sales skyrocket in a disposable market”, 15/8/95, p.32; “Ful Hogan joins Disposal in waste group”, 28/8/95, p.22.)

DB Corbans sells its share in Sainte Neige Wines to Japanese shareholders

Corbans Wines Ltd is selling its remaining 10% shareholding in Sainte Neige Export Wines Ltd to Sainte Neige’s controlling shareholder (80%), Kyowa Hakko Kogyo Company Ltd of Japan. The price is a peppercorn: $1,000. The other 10% is owned by Kanematsu Corporation also of Japan. The company owns 21 hectares of land in Hawkes Bay (near Napier) and 34 hectares in Marlborough (near Blenheim). Corbans is owned by the DB Group, in turn, over 58% owned by Asia Pacific Breweries Ltd which is itself jointly controlled (80%) by Heineken NV of the Netherlands and Fraser and Neave Ltd of Singapore. Corbans approached Kyowa to sell its share in Sainte Neige because of “a change in philosophy by DB Group not to hold minor shareholdings in companies that they do not themselves manage”. Yet “Corbans will continue to manage the vineyards and manufacture the wine for Sainte Neige using their local wineries”.

Kyowa gained control of Sainte Neige in January 1991, buying 60%, with 30% held by Corbans and 10% by Kanematsu. It was previously 24% owned by Kyowa; the extra 36% was reported by the OIC to have been purchased for $3,600. At that time, Sainte Neige owned and operated vineyards, and exported wine from 134 acres of rural land in Hawkes Bay and Marlborough. “It is claimed new technology and expertise will be introduced. Kyowa has assured Sainte access to overseas markets,” said the Commission. In June 1991, Corbans sold 20% of its 30% shareholding to Kyowa. Corbans made the offer because “they felt with the existing vine cultivation agreement, together with the wine manufacturing agreement, between the companies, there was little point in their having a significant shareholding in” Sainte Neige. So much for “new technology and expertise”.

Gold Resources becomes wholly owned subsidiary of Mineral Resources

Otter Investments Ltd, a wholly owned subsidiary of Mineral Resources (NZ) Ltd, has consent to acquire the 46% of Gold Resources Ltd which Mineral Resources does not already own, for $3,500,000. Mineral Resources is “just over 25% owned by overseas persons primarily from Australia”. The Commission reports that Gold Resources has interests (undefined) in Bay of Plenty/Coromandel, Waikato, and Otago. With unusual scepticism, the OIC notes that “it is claimed that the proposal will provide Gold Resources with the necessary access to capital. It is also claimed that Gold Resources as a wholly owned subsidiary will have greater access to the expertise and management skills available in the Mineral Resources Group throughout Australasia.”

As part of the takeover, Mineral Resources subsequently changed its name to Otter Gold Mines. An Australian company, Otter Exploration NL, which controls the Tanami gold mine project in Australia’s Northern Territory, was 86.2% owned by Mineral Resources and 13.8% by Gold Resources. The owners of the Tanami project signed a mining agreement with the area Central Land Council and “traditional owners” in late 1995 and expected to produce 100,000 ounces of gold a year. The group is also mining at the controversial and environmentally destructive Martha Hill mine at Waihi in the Coromandel, and has begun prospecting at Union Hill at Waihi. Gold Resources has significant operations in Chile, Vietnam and Fiji. Mineral Resources itself has operations in Australia as well as Aotearoa. Otter has a 45% listed subsidiary, Allstate Explorations, which is the majority participant and manager of the Beaconsfield gold project in Tasmania. (Refs: Press, “Otter likely name for Min Res”, 23/9/95, p.23; “MinRes makes full bid for subsidiary”, 19/10/95, p.39; “Martha Hill rock solid”, 2/11/95, p.35; “Otter to lift gold output” and “New Drilling for Gold Res”, 28/11/95, p.31.)

Brierley’s Guinness Peat after Colonial Motor Co

Guinness Peat Group Ltd, Ron Brierley’s U.K.-based retirement hobby, has consent to acquire 49.99% of the Wellington-based car dealer Colonial Motor Company Ltd, which is currently controlled by the Gibbons family of Aotearoa. The price is $39 million. “Guinness Peat will bring valuable management expertise and experience to the ongoing operations” of Colonial, so the OIC is advised. It apparently was not advised that the Gibbons family is not convinced of the value of the bid: they have been resisting it for several months.

Asian New Zealand Meat Company takes remaining 50% of Five Star Beef

Asian New Zealand Meat Company Ltd, which is owned 13% by Itoham Foods Inc of Japan, 20.45% by Huttons Kiwi Ltd, 10.09% by various employees of Asian New Zealand Meat Company Ltd and 56.46% by Janz Investments Ltd, has approval to acquire the 50% of Five Star Beef Holdings Ltd that it does not own. That 50% is owned by Itoham and it is paying for the shares by issuing 931,162 ordinary $1 shares to Itoham. Janz is owned 53.25% by Itoham Foods, 17.75% by Nippon Suisan Kaisha of Japan, 17.75% by Romney No 19 of Aotearoa, and 11.25% by various employees of ANZCO. These two decisions were released only on appeal in April 1996.

Grocorp buys Hawkes Bay asparagus supplier

Grocorp Pacific Ltd49% owned by Sanyo General Capital Company of , which is Japansupplier it had formerly been in partnership with. Link has consent to acquire a Agencies Ltdhectares of land in Hawkes Bay to grow, market and , which leases 111 pack asparagus for export to Japan, is being bought for $215,000. “In November 1990 Grocorp formed a partnership with Kalpana Orchard Development Company Ltd through Link Agencies Ltd to carry on business growing, marketing and packing asparagus for export to Japan … it is now proposed to terminate the partnership and the Grocorp [sic] wish to acquire Link Agencies to enable them to continue the operation on the land leased by Link.”

This is similar to an acquisition we reported in September 1993:

“A further example of vertical integration concerns a Japanese-controlled company, Mangatawhiri Squash Packers Ltd. It is acquiring all the assets (except land) of its 45.5 per cent shareholder, M.C. Pope Ltd, an Aotearoa company which was in debt to Mangatawhiri’s other shareholder, Grocorp Pacific Ltd. Grocorp is approximately 50 per cent owned by Nitto Tochi Tatemono Co Ltd of Japan. “Grocorp lent funds to M. C. Pope so that the latter could grow squash to sell back to Grocorp.” This arrangement was converted into the Mangatawhiri joint venture, with the debt to Grocorp satisfied by issuing it shares in Mangatawhiri: 54,500 $1 ordinary shares, and 835 $1 redeemable preference shares at a premium of $999 a share. So the Japanese squash buyer is buying the producer.”

No explanation is given for the apparent change in ownership of Grocorp.

Further land sales to Taiwanese investors

Deborah Miller of Brookfields, Auckland is at it again. This month she has branched out from Broadwood, Northland and Wanganui to Otago. She has organised the following land sales at Palmerston, Otago, all described identically as being for forestry using “expert management skills of New Zealand appointed agents and their managers”:

  • two Taiwanese residents, via front company Jadefield Properties Ltd, are buying 17 hectares of land for $63,580.
  • four Taiwanese, three of whom have permanent residency, are buying 15 hectares of land for $57,413. Their front company is Sparton Properties Ltd.
  • two Taiwanese, both with permanent residency, are buying five hectares for $15,914 via Happyfield Properties Ltd.
  • another Taiwanese who has permanent residency is buying 6.5654 hectares of land for $24,620 via Cadison Corporation Ltd.

There are two more sales in Paparangi, Wanganui:

  • to a Taiwanese, via Ho Trading Company Ltd, 20 hectares for $78,000; and
  • and to two Taiwanese via Chen-Hsuan Trading Company Ltd, 22 hectares for $96,800.

Carter Holt continues to buy up blocks of land, including one from the Crown

Carter Holt Harvey Ltd, “approximately” 51% owned by International Paper Products of the U.S.A. has consent to acquire a further three blocks of land near Taumarunui in the King Country:

  • “approximately” 357 hectares at Hikumutu for $500,000;
  • “approximately” 85.6 hectares at Taumarunui for $265,000;
  • and “approximately” 620 hectares at Owhango for $1,260,000.

It also has consent to acquire “approximately” 559 hectares in Hawkes Bay for $1,100,000.
A more unusual transaction in Hawkes Bay gives it consent to acquire 340 hectares for $265,000 from The Crown. The property was formerly owned by a Mr S.R. Allen but was forfeited to the Crown under the provisions of the Proceeds of Crime Act 1991. It is surprising this was not put in a land bank for settlement of Maori land claims.

These purchases follow a pattern of buying blocks of land in the North Island begun in June this year.

Other rural land sales

In other rural land:

  • Telecom Mobile Communications Ltd, a subsidiary of Telecom Corporation of New Zealand Ltd, of the U.S.A., has consent to acquire another piece of land for a cell phone site. This one is 400 square metres at Te Puke, Bay of Plenty, being acquired from the Redall Corporation Ltd for an initially undisclosed sum, which was revealed in February 1998 after appeal to be $25,000 plus a still undisclosed premium.
  • Consent has been given for a company which owns 43 hectares of freehold land on the northern side of Lake Rotorua and leases an adjacent 36 hectares from the Department of Conservation to become 100% owned by a Taiwanese for a peppercorn price. Hamurana Gardens Ltd was 24% owned by Dr Huang Ming-Liang; he has consent to acquire the remaining 76% for $76. “The applicant states that it is proposed that the property will be developed into a tourist complex which will include a hotel, residential cottages, a golf course and other associated tourist facilities … the development will be undertaken so that the natural beauty of the property is preserved.”
  • Ernslaw One Ltd, the forestry company belonging to the Tiong family of Malaysia, has consent to acquire a further block of land for forestry development: 5,407 hectares near Gisborne, for $6,460,000. “Ernslaw propose to establish a forest principally comprising pinus radiata in the Gisborne region. It is intended that the land purchased will generally be agricultural land that has reverted to scrub or has been seriously scarred by erosion and that any areas of good agricultural land will be subdivided out and onsold for continued pastoral purposes.”
  • Juken Nissho Ltd which is 85% owned by Juken Sangyo Company Ltd of Japan and 15% by Nissho Iwai Corporation of Japan is acquiring 394 hectares of land in the Masterton District, Wairarapa for $700,000. Juken Nissho “requires more land for afforestation to provide security of wood supply to its Mill at Masterton” (presumably the Waingawa timber mill). The land adjoins the Ngaumu Crown Forest which is owned by Juken Nissho. It is “marginal for agricultural purposes and is better suited to afforestation” because of its contour.
  • The shareholding in Ryton Station Partnership and Ryton Station Ltd is being rearranged. Both entities are 30% owned by a New Zealander who is resident in the U.S.A. “due to business commitments”. He has consent to acquire a further 5% of each for $37,486 and $62,514 respectively. “Ryton Station Partnership carries on business sheep farming on land leased from Ryton Station Ltd”. The land is 14,146.2238 hectares of pastoral lease and 443.2734 hectares of freehold in Canterbury.
  • Telecom Mobile Communications Ltd, a subsidiary of Telecom Corporation of New Zealand Ltd, of the U.S.A., has consent to acquire a further piece of land for a cell phone site. This one is 2,500 square metres at Hillside, Te Anau, Otago.
  • Retrospective consent is given to a purchase of a part share in two blocks of land in Southland. Pacific Tristar (NZ) Ltd has acquired a half share in 51 hectares and a one quarter share in 39 hectares for $260,000. Pacific Tristar is owned 33.3% by an Australian couple and the balance by two New Zealand couples. It bought the shares from previous owners who wished to retire. The remaining owners are personal friends of the shareholders of Pacific Tristar. The land is used for dairying and is overseen by a farm manager and operated by sharemilkers. The acquisition was made in September 1993.

Internal restructurings

  • Aetna International Inc, a subsidiary of Aetna Life and Casualty Company of the U.S.A. is taking over another Aetna subsidiary, health insurer, Aetna International (NZ) Ltd for an undisclosed amount. Aetna is 50% owner (with Brierley Investments Ltd) of Aetna Health (NZ) Ltd, which owns Medic Aid and is the second largest health insurer in Aotearoa. The story of the change in ownership was anything but healthy – see April and December 1994.
  • Comalco is rearranging some of its subsidiaries. Comalco Pacific New Zealand Ltd has set up Comalco New Zealand Investments Ltd for $17,450,000 which has acquired Comalco Extrusions Ltd for the same sum. Comalco is owned by CRA Ltd which the OIC describes as being Australian but is in fact ultimately U.K. controlled and has since merged with its majority shareholder, RTZ.
  • Macraes Mining Corporation Ltd, which is “approximately 39%” owned by Union Gold Mining NL of Australia, is amalgamating with its subsidiaries Karamea Resources Ltd, Blackwater Hold (Waiuta) Ltd, Sam’s Creek Gold Ltd, and Globe Progress Gold Ltd. This decision was released on appeal in April 1996. It is not clear why Macraes felt the need to suppress this information, other than it has a record of secrecy.
  • Milburn New Zealand Ltd, which is “approximately” 72.5% owned by Holderbank Financiers Glaris Ltd of Switzerland, is amalgamating with its subsidiaries: Fraser Shingle Ltd, Guardian Environmental Ltd, Ready Mixed Concrete Ltd, Scott Quarries Ltd, Taylors Lime Company Ltd, Western Coal Mining Ltd, and Specialised Paving Ltd.
  • Tasman Properties Ltd is rearranging the ownership of properties it owns in Aotearoa:
    • in Auckland it is selling New Zealand Guardian Trust Building at 101-107 Queen St to a subsidiary, Tasman Properties (107 Queen Street) Ltd for $17,424,000;
    • in Wellington it is selling the following subsidiaries to another subsidiary, Tasman Properties Equities Ltd for $38,851,914:
    Tasman Properties (The Terrace) Ltd
    Tasman Properties (Jervois Quay) Ltd
    Tasman Properties (500 Victoria Street) Ltd
    Tasman Properties (Boulcott Street) Ltd
    Tasman Properties (Featherston Street) Ltd
    Tasman Properties (Garden Place) Ltd
    Tasman Properties (Hereford) Ltd
    • in Christchurch it is selling Forsyth Barr House at 764 Colombo St to Tasman Properties (Colombo Street) Ltd for $26,730,000.

Tasman Properties Ltd is listed as being 28.57% owned by Grantham Mayo Van Otterloo and Company Ltd and 5.6% by Franklin Resources Ltd, both of the U.S.A. and hence a U.S. company. This is before the merger with SEABIL which will give it substantial Hong Kong ownership.

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