Comvita chair Bridget Coates said the board supports the offer, given the premium to recent trading, the greater certainty it provides amid sustained sector, structural and financial challenges, and the liquidity it offers given historically low trading volumes.
“Recent years have been challenging for Comvita and its shareholders, with sustained sector pressures, softer market conditions and the demands of a complex turnaround weighing on performance. The board understands the impact this has had and the importance of delivering a clear, decisive path forward,” Coates said.
“Industry dynamics require consolidation at pace, but sector leadership demands capital strength, scale and speed, which are not available to Comvita under its current capital structure.”
AdvertisementAdvertise with NZME.Comvita was founded in 1974 and has a team of more than 400 people globally, with more than 1.6 billion bees. Photo / Supplied
Coates said significant capital had been invested in brand equity, distribution reach, supply security and scientific credibility to position Comvita for this opportunity. However, a number of these investments did not meet their objectives or deliver expected returns.
The business has also taken urgent steps to reduce costs, simplify operations and protect long-term brand strength, which Coates said are delivering early results.
“However, these factors alone are not sufficient to strengthen the balance sheet or position the business for long-term sustainability.”
“Comvita’s lenders are providing short-term accommodation but have signalled that a longer-term solution – through debt repayment or potential strategic transactions – is required.”
Coates said the board, with its independent advisers at Craigs Investment Partners and Goldman Sachs, had acted with urgency to consider all strategic options available, including potential acquisitions by financial sponsors and strategic trade buyers, subordinated debt issuance and an equity capital raise.
While the board could pursue a capital raise or refinancing, Coates affirmed that the takeover offer accelerates a capital return to shareholders, mitigates execution risk over the turnaround and offers a clear alternative to the capital constraints and prolonged timeframes of a continued standalone strategy.
“It also provides shareholders with a full exit opportunity in a stock with historically low trading volumes, which the board believes many shareholders will find attractive.”“Florenz brings the capital strength and scale needed to operate in this environment and accelerate Comvita’s growth under a consolidated model. They have expressed their commitment to Comvita’s global team, growing its New Zealand operations, investing in its international markets and lifting the brand’s profile on the world stage.”
The deal is subject to Comvita shareholder approval, High Court approval, an Independent Adviser’s Report concluding that the deal’s consideration is within or above the valuation range for Comvita shares, and other customary terms and conditions.
Comvita’s board expects its shareholders to be able to vote on the deal at a meeting expected to be held in November 2025, with a successful vote leading to implementation in December 2025.
Previous offers
It’s not the first time a takeover offer has been presented for Comvita.
Back in 2018, an unidentified third party undertook due diligence to assess the business. However, that process came to an end after Comvita said the two parties “could not bridge the considerable distance between us on price.”
Prior to that in 2011, the business received a $72m ($2.50 a share) takeover offer from Singapore-based Cerebos Pacific.
Cerebos Gregg’s chairman Trevor Kerr said at the time that the company had a long-term view of Comvita and would focus on sales growth and achieving higher value for its manuka honey.
However, Comvita’s board rejected the bid, arguing that it was opportunistic and undervalued the company.
In June reported a net loss before tax for the year ending June 30, 2024 of $21.6m.
That excluded an impairment and other asset write-downs, which came to $64.2m. Its restated 2024 net loss before tax was $85.8m.
Comvita also forecasted a net loss before tax of between $20 million and $24m for the June 2025 year, excluding any impairment, which was substantial last year.
Tom Raynel is a multimedia business journalist for the Herald, covering small business, retail and tourism.