Expertise

Structuring complex transactions and advising on corporate restructuring to optimise business operations and create long-term shareholder value.

Strategic Context

In 2025, Fonterra Co-operative Group (NZX: FCG) successfully agreed to the NZ$4.22 billion sale of Mainland Group to Lactalis, the world's largest dairy company. The transaction included Fonterra's global Consumer business and Consumer brands, integrated Foodservice and Ingredients businesses in Oceania and Sri Lanka, and Foodservice business in the Middle East and Africa. The strategic objectives of the sale included:

• Narrowing Fonterra's focus on its core Ingredients and Foodservice business, where the Co-op generates the majority of returns to shareholders.
• Enabling the divested businesses to reach their full potential under Lactalis' global scale and expertise.
• Delivering compelling value to farmer shareholders through both the sale valuation and capital return.
• Post-sale, Fonterra targeted a tax-free capital return of NZ$2.00 per share (approximately NZ$3.2 billion) to shareholders following completion.

Execution

Jarden acted as joint lead financial advisor to Fonterra, managing a competitive sale process. Key aspects of the strategy included:

• Thoroughly testing the terms and value of both a trade sale and IPO as divestment options through a structured dual track process, ensuring Fonterra could pursue the optimal outcome for shareholders.
• Running a highly competitive sale process with multiple interested bidders.
• Structuring long-term supply agreements ensuring Fonterra would continue to supply milk and other products to the divested businesses.
• Designing a flexible transaction structure that preserved value regardless of the outcome of legal proceedings with Bega regarding brand licences.
• Managing the separation of businesses from Fonterra through careful process design and agreements.

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