Comvita chair backs takeover bid as refinancing deadline looms
Wednesday, 15 October 2025
Comvita’s chair says a takeover will give shareholders a low-risk path forward, warning that the honey-maker faces refinancing risks and an uncertain future without fresh capital.
In August, Comvita announced it had entered an agreement with Christchurch-based natural health product export business Florenz, a subsidiary of billionaire Mark Stewart’s Masthead Ltd.
Florenz would purchase all shares in Comvita through a court-approved scheme of arrangement for 80 cents per share, valuing the company at $56 million on equity value. It is about 50% of the company’s “enterprise value” ‒ a measure that includes goodwill, intellectual property and all plant and equipment ‒ of about $119m.
The company released a scheme booklet for the takeover on Wednesday.
“It’s a strong value in today’s market,” chairperson Bridget Coates told The Post about the offer on Wednesday. “While it may not capture all of the long-term potential of mānuka honey, it provides certainty and recognises the value of the Comvita brand at a time when the market hasn’t been rewarding that.”
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“This is about certainty of outcome,” she said.
“We have worked very hard over a long period to consider all possible options, and we came to the conclusion that this transaction provides the best path for shareholders, the lowest-risk and most certain return given the environment we’re operating in.”
The $0.80c per share offer was at the midpoint of independent advisor Grant Samuel’s independent range of NZ$0.70c to $0.92c per share, which Coates told The Post represented a fair outcome in a challenging environment.
It was a 67% premium to Comvita’s closing share price on August 15 when the deal was announced, and a 56% premium to its three-month volume-weighted average price. Shares sat at $0.76cps at the end of Tuesday, down almost 36% on a year ago.
Coates said the board unanimously recommended that shareholders voted in favour of the offer to deal with the company’s stark balance sheet realities.
“Our balance sheet is not in a strong position, and that’s been clear for some time,” she said.
The scheme required more than 50% of total shareholder support for the takeover to proceed.
The scheme goes to a shareholder vote on November 14. Coates said Comvita would face “material refinancing risks” and pressure to fund operations beyond early 2026 if the takeover were to fall through. Its existing banking waivers expired on December 31 and it had $59m in repayments due early next year.
Comvita’s two largest shareholders, Li Wang with 12.13% and China Resources Enterprise with 6.25%, have committed to vote in favour.
“Shareholders are facing a clear choice,” Coates said. “If they don’t support the scheme, we go back into a process with no certainty of any particular outcome, and that carries risk given our funding and market position.”
All Comvita directors were set to vote the shares they control in favour of the scheme, in the absence of a superior proposal.
Coates wasn’t aware at this stage of any changes to the business or plans to move it offshore if the takeover was to go ahead, but said it was a move to consolidate mānuka operations as the wider market shifted into contraction.
“This deal consolidates part of the mānuka honey industry,” she said. “Florenz brings capital and scale, especially in the US, while Comvita has deep brand equity in China and Asia. Together, they can take New Zealand honey to a much larger global audience.”
She said shareholder feedback had been mixed so far, with some shareholders hesitant to support a buyout.
“It’s their company and it’s their decision,” Coates said. “We’ve done the work, we’ve provided the information. Now it’s up to shareholders to decide whether they want to take this path.”
A first-quarter trading update for the full-year 2026 is due next week.