Lactalis has announced plans to acquire Fonterra’s global consumer and related businesses, marking one of the biggest shake-ups in New Zealand’s dairy sector in recent years.
The proposed transaction involves Lactalis acquiring shares in Mainland Group Holdings Limited, a New Zealand holding company currently owned by Fonterra.
According to Bell Gully, which is advising Lactalis, “the proposed transaction comprises Fonterra’s global Consumer business (excluding Greater China) and Consumer brands, the integrated Foodservice and Ingredients businesses in Oceania and Sri Lanka, and the Middle East and Africa Foodservice business.”
The carve-out excludes Greater China, a market Fonterra continues to view as central to its future growth strategy.
Approvals Required from Shareholders and Regulators
“The proposed transaction is subject to certain financial adjustments and conditions including approval by Fonterra’s farmer shareholders, and receipt of certain regulatory approvals.” Belly Guy stated.
Fonterra’s cooperative model requires its farmer-owners to approve the sale. In addition, regulators across Oceania, South Asia, and the Middle East will review the competition and compliance aspects of the acquisition.
Legal and Advisory Support Across Multiple Jurisdictions
Lactalis has engaged a cross-border legal team to manage the complexity of the acquisition. Bell Gully is leading on the New Zealand side, with corporate partners James Gibson and Alex Bond directing the team.
They are supported by partners Laura Littlewood, Graham Murray, Glenn Shewan, Liz Coats, Natasha Garvan, and Jane Holland, alongside senior associates Hannah Turton and Kate Driver.
International law firms Freshfields LLP (France) and Allens (Australia) are also advising Lactalis, reflecting the global scale and jurisdictional requirements of the transaction.
Diverging Pathways for Global Dairy Leaders
Lactalis is using acquisitions to scale its international operations, consolidating its presence in Oceania while gaining access to new growth markets in Sri Lanka, the Middle East, and Africa.
Fonterra, by contrast, is pursuing a strategic reset. Its divestment of consumer and foodservice units outside China enables the cooperative to redeploy resources into its higher-margin ingredients business and its long-term focus on Greater China.
The proposed transaction underlines both consolidation trends in the global dairy sector and the growing divergence in strategic priorities between multinational players and farmer-owned cooperatives.