January 1998 decisions

January 1998 decisions

High country Makarora Station near Lake Wanaka, sold to U.S. company

The sale of the 2,185 hectare Makarora Station, Makarora, near Lake Wanaka, Central Otago has been approved, to H. & H. Minerals Incorporated, of Texas, U.S.A. The price was suppressed until released on appeal in May 1998: US$1.1 million. H. & H. Minerals is owned 46% by Bobby F. Hill of the U.S.A. and the station is being purchased from Makarora Ltd, and Wilkinvale Farm Partnership. “The land is currently utilised as an economic farming unit, currently running approximately 8,000 stock units.” The vendors wish to retire, and H. & H. Minerals state that they “intend to increase production and stock performance on the property through the introduction of development capital”.

Digital Microwave Corp. of the U.S. approval to take over MAS Technology

Digital Microwave Corporation, a listed company from the U.S.A. whose major shareholder is Kopp Investments Advisors Inc of the U.S.A., has approval to acquire MAS Technology Ltd which has recently listed on the U.S. Nasdaq Stock Exchange. “The listed shares of MAS are held by various overseas persons primarily from the United States of America. The unlisted shares of MAS are largely held by New Zealand persons.” The price is “to be advised”.

“It is advised DMC designs, manufacturers and markets advanced wireless solutions for world-wide telephone network, interconnection and access. MAS designs, manufactures and markets, low frequency, medium to long haul digital microwave radio links for use in the world-wide telecommunications markets. DMC and MAS anticipate the proposed amalgamation of the two companies businesses will provide substantial benefits through synergies between the two companies. In addition, it is anticipated the combined companies will be able to broaden their offering of wireless connection solutions to the market place.”

MAS was previously Marine-Air Systems, and was founded in 1975 as Marine Safety by Neville Jordan. It began by acting as a distributor of U.S. radar, communications and other “defence” products from Magnavox. In 1984, based in Lower Hutt, it began its own product development, beginning with earth receivers for satellite TV, then exercise limpet mines for the Navy and battlefield simulation equipment for the Army. In 1989 it won an international tender from the U.S. government for 40 stations for the Peacesat education satellite in the Pacific. It now specialises in digital microwave links, although in 1995 it won an Australian Defence Industry Quality and Achievement award for design and supply of a battlefield effects simulation system for the Australian Army.

It has strong military links, and was named by researcher Owen Wilkes as one of “the three ‘worst’ arms industries in Aotearoa” in an article of that name in May 1993. Wilkes stated:

“Marine-Air have been particularly successful with their ‘Vanguard’ artillery computer, which calculates the correct elevation and direction to point large guns, taking into account such factors as wind, distance to and velocity of target, type of ammunition, and the degree of wear in the gun barrel. They also advertise transportable ground stations for military satellite communication systems, the ‘Bullseye’ aerial bombing scoring system, and various remote monitoring and control systems.

“Marine Air Systems has got to its present position with a lot of New Zealand Government help. Their modus operandi has been to get development contracts for specific items of equipment from the New Zealand military, generally the Army. Often in the past the development has been jointly undertaken with the Department of Scientific and Industrial Research. Presumably the same cooperation now takes place with the appropriate Crown Research Institutes. Once the development has been completed, at taxpayer expense, M-AS not only gets the contract to build that item for the New Zealand military, but also gets Tradenz assistance to market the same item abroad.

“M-AS also works closely with foreign arms manufacturers. In 1986 Texas Instruments (the 26th biggest arms manufacturer in the world) sponsored M-AS to do the research and development which led to the ‘Bullseye’ electronic scoring system for bombing and missile exercise ranges. British Aerospace (the 4th biggest arms manufacturer in the world) and Boeing (8th biggest) have funded other M-AS development work.

“Marine-Air have been quite secretive about specific contracts with specific foreign military forces, but in general they are selling considerable quantities, especially of the Vanguard System, to Australia, Canada, several NATO forces, Singapore and probably India and Pakistan. The US Army Field Artillery School is said to be interested. Of these customers we should be suspicious about Singapore, which has a bad reputation for issuing false end-user certificates and then selling-on to countries which are being embargoed for human rights abuses etc. And it is sad to see a New Zealand corporation promoting both sides of the South Asian (India/Pakistan) arms race.”

At the time Wilkes wrote this, Jordan was president of the ‘Defence’ Manufacturers Association of New Zealand and T-JAG, the Joint Advisory Group to Tradenz.

In 1996, MAS bought a South African distributor, NZ Telecoms, and put the chief executive of the Crown Companies Advisory Unit, Peter Taylor, on its Board. Earlier that year it had been advertising a large international expansion, claiming exports to 50 different countries and branches or subsidiaries in Australia, Argentina and Denmark.

Until 1997 the company was owned by Jordan, his staff and about 10% by two investment companies. In May 1997, while still being an unlisted company in Aotearoa, it listed on the Nasdaq computer-based U.S. stock exchange, raising $37 million, leaving Jordan and the staff with just under half the shares. New shareholders included George Soros, AmericanExpress, Fidelity, Wells Fargo, General Motors, Credit Suisse (Switzerland), Lloyds Bank (U.K.), and Societe Generale (France) and interests in Aotearoa (5%). By then it had sold its products in 54 countries including Greenland, Chile, Argentina, Philippines, Indonesia, Vietnam, and several African countries. Its revenue was growing by 30% a year, to $50 million, and it employed 175 people in Petone. Its Chairman was Peter Troughton, former chief executive of Telecom.

According to the Press (24/12/97, “US offer to MAS shareholders”, p.18), the Digital Microwave takeover offer was made just before Christmas on the basis of a share exchange, putting the value of MAS at about $192 million ($US110 million). Jordan described it as a merger, leaving him in charge of the local operations, still as MAS. MAS shareholders would end up with about 17% of Digital Microwave, which has a market capitalisation of about $1.7 billion. Digital Microwave is based in California, with a factory in Scotland, and makes wireless products for telephone systems.

(Press, 9/4/94, “Brain waves bring NZ millions”, by Neill Birss; 29/11/95, “NZ firms applauded”, p.30; 3/2/96, advertisement, p. Weekend 27; 10/8/96, “Marine-Air switch”, p.24; 27/5/97, “High-flyer leapfrogs NZSE”, by Neill Birss, p.29; 5/7/97, “Listing lifts MAS by $37m”, p.33; 26/7/97, “MAS Technology profit surges in quarter”, p.21.)

ICI buys business of Supply Services, Mount Maunganui

ICI New Zealand Ltd, a subsidiary of ICI Australia Ltd, of Australia, has approval to acquire “property being certain business assets and undertakings Supply Services Limited and Supply Services Holdings Limited“. The price was suppressed until released on appeal in May 1998: $10,286,223.

“ICI’s main business activities include the supply of chemicals. The proposal enables ICI to service its existing customer base within the pulp and paper and soap industry and also provides the ability for ICI to attract new customers within the market.”

Kiwi Income buys Rozel, half owner of Majestic Centre, Wellington

Kiwi Income Property Trust, a unit trust approximately 25 to 30 percent owned by overseas residents, and Kiwi Income Properties Limited, 50% controlled by FCMI Financial Corporation, of Canada, and 50% owned by New Zealand residents, which acts as agent and manager for Kiwi Income Property Trust, have approval to acquire Rozel Investments (NZ) Ltd for $17,203,090. Rozel, which is a subsidiary of Rozel Investments Ltd of the U.S.A., owns (among other things) a half share in the Majestic Centre Limited in Wellington’s CBD. The other half interest in the property is held by Kiwi Income Property Trust.

Telegroup of the U.S.A. acquires business in Wellington

Telegroup Network Services New Zealand Ltd, a subsidiary of Telegroup Inc of the U.S.A., has approval to acquire “the New Zealand business assets and undertakings” of Le Heron Corporation Limited, Global Telecommunications (International) Limited and Telegroup Australasia Holdings Limited. The price was initially suppressed, as was most of the rationale, and it is not clear what the relationship of the three sellers is to Telegroup Inc. Telegroup is a international call-back toll call provider. The suppressed information was released in May 1998, but was not much more enlightening. The price was “in excess of $10 million if certain targets are met”, and the rationale was little more than we had already divined from the public record: “Telegroup is a provider of discount overseas call services based in the US and hopes to provide added competition to the New Zealand market.” That raises the question as to why the information was suppressed in the first place.

Land for forestry

• John Gordon Abbott, a U.K. citizen currently resident in Japan, has approval to acquire 200 hectares of land at Omahina RD2, Waverley, Taranaki for $450,000. The land, which adjoins Lake Momahaki, is arable land which will be used for forestry, supplemented by livestock farming. Abbott owns a neighbouring 118 hectare block.
• Carter Holt Harvey Ltd, approximately 51% owned by International Paper Products of the U.S.A., has approval to acquire two small blocks of land for forestry in Kururau Road, Taumarunui, King Country
  • 0.0350 hectares for a “nominal” sum “to formalise an existing boundary of convenience between CHH and the McNie’s”;
  • 0.0297 hectares for 10 cents “to enable the applicant [CHH] to gain better access to its adjoining land”.
• Southland Plantation Forest Company of New Zealand Ltd, which is owned by New Oji Paper Company Ltd and Itochu Ltd, both of Japan, has approval to acquire 284 hectares of land at Tuturau, Southland for $500,000. “SPFC wish to acquire the property to form part of its existing forestry plantation holdings in the Southland region.”

Other rural land sales

• Telecom Corporation of New Zealand Ltd has approval to acquire further land for a cellphone site at Medlands, Great Barrier Island, for a suppressed amount. The land is leasehold land of 0.0400 hectares but Telecom apparently owns adjoining land which, with this land, amounts to more than 0.4 hectares. “…the lease interest and associated easements are being acquired in order to expand Telecom’s existing cellular network located on Great Barrier Island.” The acquisition is via cellular network subsidiary, Telecom New Zealand Ltd. Telecom is owned 28.2% each by Ameritech Holdings Ltd and Bell Atlantic Holdings Ltd, both of the U.S.A.