Alliance releases Scheme Booklet ahead of Dawn Meats Group vote
18 September 2025
Alliance Group farmer-shareholders have today received detailed information on the proposed $250 million joint venture investment by Dawn Meats Group ahead of a vote and Special General Meeting next month.
The Scheme Booklet contains detailed information including financial, operational and governance arrangements in relation to the proposed joint venture with Dawn Meats, one of Europe’s leading red meat processors.
Also included is an Independent Adviser’s Report prepared for farmer-shareholders by corporate advisor Northington Partners, in accordance with the Takeovers Code.
Alliance Group Chair Mark Wynne encouraged farmers to read the Scheme Booklet and Northington Partners report to help them make an informed decision on the proposal.
“The release of this information to our shareholders, including the independent assessment prepared by Northington Partners, follows a robust two-year process to reset and recapitalise the business and explore all available options, with the Dawn Meats proposal clearly the best option presented.
“Alliance has implemented significant positive change over the last two years, in line with its revised strategy. It is now a leaner, fitter and stronger business and will return to profitability this year. However, the company must now recapitalise its balance sheet at this critical juncture.
“This essential capital investment by Dawn Meats will strengthen our financial position, enhance our operational capabilities and enable us to create and extract more value in market.
“Not only will it give us the capital we need to thrive alongside a complementary partner with shared values and shared operational excellence, but as outlined in the independent adviser’s report, it also comes at a very attractive premium.
“The Northington Partners report assesses the midpoint of Dawn Meats’ investment at a $1.18 per share, which is a 93 per cent premium over their own midpoint equity valuation.
“In addition, the proposed governance arrangements mean the co-operative, through its retained 35 per cent shareholding, would hold two out of five directorships and would have veto rights for a number of major decisions.
“This safeguards the interests of our farmers, provides certainty and unlocks future value. Importantly, the independent report also makes it crystal clear that the alternative options are very limited.”
Overall, the Northington Partners report states that:
• The Alliance Board’s strategic review process was comprehensive
• The Dawn Meats’ offer is clearly the best option presented and the only one that meets the strategic and financial requirements
• Alliance equity is valued between $0.35 to $0.87 per share (midpoint $0.61) versus Dawn’s offer, which values Alliance at $1.05 to $1.31 per share (midpoint $1.18) – a 93 per cent premium, representing compelling value for shareholders
• The proposed ongoing governance arrangements are reasonable
• The partnership with Dawn will offer significant strategic benefits to shareholders
• If shareholders vote ‘no’, Alliance has a very limited and unlikely set of alternatives. It can pursue asset sales, site closures and large cost reductions, it can attempt to raise capital from shareholders or other investors, or it can go into insolvency.
“Combined with the detail of the proposal as outlined in the Scheme Booklet, the independent report reinforces the Alliance Board’s strong belief that accepting this proposal is, without doubt, the best available option for shareholders to take,” said Mr Wynne.
“That’s why the Board has unanimously recommended that shareholders vote to accept the proposed offer.”
The proposed transaction would see Dawn Meats Group invest $250 million to acquire 65 per cent of the shares in Alliance Group, subject to shareholder and Overseas Investment Office approval.
The proceeds would be used to reduce Alliance’s short-term working capital facility by approximately $200 million, accelerate the Board’s strategic capital expenditure programme and enable the distribution of up to $40 million to the co-operative, subject to livestock supply.
Under the proposed distribution, up to $20 million would be released from the joint venture company to the co-operative at the end of the 2026 financial year, subject to livestock targets being met. The co-operative would then distribute up to $20 million to shareholders with up to $9 million (or 45 per cent) paid as a dividend and up to $11 million (or 55 per cent) paid as a rebate.
Up to $20 million would be released as the second tranche from the joint venture company to the co-operative at the end of the 2027 financial year, subject to livestock targets being met. The co-operative would then distribute up to $15 million (or 75 per cent) as a rebate to shareholders and retain up to $5 million in the co-operative for capital reinvestment.
The rebate is calculated on the average stock supplied over the prior two years, plus the current year and capped at level of shares held.
The proposed transaction is to be implemented via a Scheme of Arrangement and will require both: 75 per cent of shares voted to vote yes; and more than 50 per cent of the total number of shares in Alliance to vote yes.
If shareholders do not vote to support the proposal, as concluded within the Northington Partners report and due to the unsustainable level of debt Alliance is carrying, the Alliance Board would be obligated to enter a process led by its banking syndicate and face the risk of potential insolvency.
Alliance Group will be holding a series of roadshow meetings over September-October for shareholders to attend ahead of a Special General Meeting in Invercargill on 20 October.
“We encourage all shareholders to attend the upcoming roadshow meetings and to vote to accept the offer,” said Mr Wynne.
“Every vote is going to count. Accepting to enter into this joint venture will create an enduring foundation with the potential to deliver long-term profitable growth for our shareholders.”
Key dates
Farmer roadshows – 29 September-14 October
Alliance SGM – 20 October 2025
Shareholder vote outcome announced – 21 October 2025
Regulatory decisions announced – December 2025
For media enquiries, please contact:
Sam Halstead
027 474 6065
sam@latitudesc.co.nz
