Wedderspoon Owner Targets Comvita
- Bruce Roscoe
- 2 days ago
- 6 min read
Updated: 1 day ago
Comvita Ltd is almost certain to become wholly owned by Florenz Ltd and delisted from the New Zealand Exchange. Florenz Ltd owns Wedderspoon Organic NZ Ltd, said to be New Zealand’s largest seller of mānuka honey in the US. If the acquisition proceeds, about half of total monofloral mānuka honey exports will fall under the control of a company that operates outside the sphere of influence of the UMF Honey Association.
By Bruce Roscoe
Comvita shareholders have been presented with an offer that they are unlikely to refuse. The alternative would be to risk liquidation of Comvita and as owners, not creditors, they would fall last in line to receive any distribution from sale proceeds of Comvita assets.
Comvita chairperson Bridget Coates, writing to “Dear Shareholder”, has put a brave face on the NZ80 cents per share offer announced 18 August, saying it represents a 67.0% premium to Comvita’s closing price of NZ48 cents on 15 August. The offer, which already is agreed in writing between Florenz and Comvita, was made on the condition that Comvita’s board accept and recommend it to shareholders.
The offer price values Comvita at NZD56.4m, a discount of 72.0% to the company’s last full-year sales of NZD201.3m. The AUD198.6m paid for Australia’s largest honey producer, Capilano Honey Ltd, in December 2018 represented a premium of 43.4% to annual sales of AUD138.5m. (As a distressed and loss-making company, an earnings-based valuation is not possible for Comvita.)
Wrecking Ball
Comvita — and to an extent the honey industry at large — has dodged a wrecking ball. Banks had already begun to wind in the secondary steel rope that pulls the ball toward the crane cab before triggering release.
The unravelling became visible in September 2024 when Comvita told NZX it had been “in discussions with its bank syndicate to agree an appropriate covenants structure”, which indicated that Comvita likely was in breach of the terms under which banks had extended loans. Comvita’s balance sheet at 30 June 2024 recorded three revolving credit facilities to a total NZD114m in addition to a NZD1m overdraft.
The accompanying Table, “Comvita: Drowning in Debt” shows that borrowings grew disproportionately to sales and shareholders’ equity.
Comvita reported further covenant stress in December 2024, March 2025, and July 2025. The last of these — called an “EBIT” covenant — signalled that the banks had lost patience. “EBIT” abbreviates “earnings before interest and tax”, which loosely equates to operating profits. The banks were all but ordering Comvita to trade profitably — and not next year. The EBIT covenant would be applied retroactively to the year already ended 30 June and to the quarter ending 30 September and half year ending 31 December.
“Florenz has agreed a standstill on enforcement action with Comvita’s banking syndicate”, Coates wrote in her letter and repeated in her second announcement about the acquisition offer to NZX on the same day.
Six-Month Negotiation
On that 18 August morning that will live in mānuka honey history, Florenz lawyers and Comvita uploaded six documents of a total 207 pages to the NZX website. The longest — the “scheme implementation agreement”, which means that Comvita has agreed to be taken over under certain conditions — notes a “confidentiality agreement” between “bidder and target” dated to 4 February 2025. The acquisition, therefore, has been under negotiation for six months and, within Florenz, planned for a longer time.
Florenz acquired Wedderspoon Organic as recently as July 2024 in a move that may have been a step calculated toward Comvita ownership.
About a month after the acquisition, Mike Tod, Florenz group chief executive, welcomed Karin Kos, chief executive, Apiculture New Zealand and Tony Wright, chief executive, UMF Honey Association, to the Wedderspoon Organic factory in Rangiora, north Canterbury. He effused on LinkedIn: “One of the highlights of my week so far has been receiving a great New Zealand honey industry 101 from two of its key leaders”.
Black and White Knights
Florenz ultimately is owned by Masthead Ltd, the investment holding company of Mark Stewart. Although Stewart may appear as a black knight who has mounted a hostile takeover bid, in effect he is poised to become a white knight who enables Comvita to remain in business, but does so on his terms. Coates’ letter and announcement to NZX hoisted a white flag high. It was a declaration that Comvita found the capital and market challenges it confronts as insurmountable.
It is possible perhaps only in the world of the Cottingley Fairies that a competing offer emerges. For one thing, there is little time. For another, Hive & Wellness Australia Pty Ltd, the Capilano Honey brand owner which may see merit in integrating Comvita’s mānuka business under an Australian flag, is itself currently the object of acquisition interest.
Scene Changes for UMFHA
Within a short time — and for the first time since the registration of UMF Honey Association in 2002 — about half of total monofloral mānuka honey exports will fall under the control of a company that operates outside the sphere of influence of the association.
Comvita in the five years to June 2024 has exported NZD684.5m of monofloral mānuka honey, which translates into an average annual share of 47.7% of the industry total. It seems likely, if not certain, that adding Wedderspoon Organic’s value shipped to the US would lift the Comvita-Wedderspoon total for all markets to 50% or above.
Florenz may choose to operate Wedderspoon and Comvita as discrete or combined businesses. Wedderspoon already will know most of what Comvita knows and does, from product pricing and customer details to tea break times. Each of the playing cards in this pack is held by Stewart as sole owner and director of Masthead. Comvita likely will be disinclined to say “Trust us. We’re UMF” when Wedderspoon is not. Wedderspoon has built brand value through organic certification and a dual presence over 18 years in Canada (Vancouver) and the US (Pennsylvania).
Steps to Completion
The acquisition is in motion. “Florenz, Dame Adrienne Stewart and Mark Stewart”, in a “beginning to have substantial holding” disclosure to NZX dated 17 August, record they already hold 18.387% of Comvita shares, which represents the holding of the former two largest shareholders, Li Wang and China Resources Enterprises Ltd.
Steps to acquisition completion, which is expected in December, include shareholder and high court approval. Such steps appear routine. Shareholders know they can receive NZ80c per share. Or they can continue to hold shares which, after delisting, will become untradeable.
What they cannot do is participate in any post-acquisition revitalisation of Comvita. Unlike the case of the Capilano Honey takeover, in which shareholders were offered a choice between a cash payment or new shares in the acquiring company, the door to the Comvita exit will auto-lock behind shareholders.
The Shape of Things to Come
Australia is a wild card. Mark’s mother, Dame Adrienne Stewart, is Melbourne born. Her name appears in offer documents in relation to trusts behind Masthead. The Stewart family may be predisposed to view Australia’s manuka honey ambitions with sympathy.
Mark’s father, Sir Robertson Stewart, participated as manufacturer and exporter in the plastics revolution of the twentieth century through an acquisition that he built into PDL Industries Ltd. Mark, who worked in his father’s factories both in New Zealand and Malaysia, has refocused the family business on natural food product production and export.
Beekeepers can welcome the probable acquisition of Comvita for two reasons. It will avert a Comvita collapse and the tsunami of industry collateral damage that would result. Second, as a businessman who through manufacturing adds value, Stewart is unlikely to export honey in bulk, which practice limits returns. Through packing at home, brand value will be retained, allowing higher payout to beekeepers.
What is to become of Comvita? In the hands of a master manufacturer and investor whose family’s fortune was built on plastic moulding, Comvita cannot expect its shape to remain the same.
Suggested reading
(1)UC awards honorary doctorate to illustrious grad (27 March 2023)
(2)Sir Robertson Stewart
(3)Sir Robertson Huntly Stewart 1913-2007
(4)Lady Adrienne Stewart
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