Applicant
Titan AcquisitionCo New Zealand Limited
Case number(s)
201810331
Decision date
Type
Decision
DecisionConsent granted
Section 13(1)(a) Overseas Investment Act 2005
Decision MakerOverseas Investment Office
Decision Date8 March 2019
InvestmentAn overseas investment in significant business assets, being the Applicant's acquisition of rights or interests in 100% of the ordinary paid shares in Trade Me Group Limited, the consideration of which exceeds $100m.
Consideration$2,559,920,588 (approximately)
ApplicantTitan AcquisitionCo New Zealand Limited
United States (24.6%)
Singapore (25.6%)
Canada (9.7%)
China (5.9%)
Gurnsey (4.3%)
Cayman Islands (4.1%)
Hong Kong (2.5%)
United Arab Emirates (2.5%)
Finland (2.1%)
Australian (2.1%)
United Kingdom (2%)
Various overseas persons less than <2% (14.6%)
VendorTrade Me Group Limited shareholders
Australian Public (58.91%)
New Zealand Public (41.04%)
Various overseas persons (0.05%)
BackgroundTitan AcquisitionCo New Zealand Limited (Titan), applied for consent to acquire 100% of the shares in Trade Me Group Limited (Trade Me).

Titan is a New Zealand company, owned by Apax IX Fund, a private equity fund advised by Apax Partners, a United Kingdom-based private equity firm. Apax IX Fund advised by Apax Partners have investments in the technology and telecommunications industries, services, healthcare, and consumer sectors.

On 12 December 2018, Trade Me and Titan entered into a Scheme Implementation Agreement for Titan to acquire 100% of Trade Me’s shares for $6.45 by scheme of arrangement.

Trade Me’s directors recommended shareholders unanimously accept Titan’s offer as being above the independent valuation range for Trade Me’s shares. Shareholders voted on 3 April 2019 to accept Titan’s offer.

The transaction remains subject to the High Court issuing final orders giving effect to the scheme.

Titan believes there is an opportunity to accelerate Trade Me’s growth and create long-term value through significant investment in products and people, as well as expanding solutions to address adjacent market opportunities.

Titan has satisfied the OIO that the individuals who will control the investment have the relevant business experience and acumen and are of good character. Titan has also demonstrated financial commitment to the investment.
More informationGlenn Shewan
Bell Gully
PO Box 4199
AUCKLAND