Sarah Kerr

Sarah advises clients who operate across diverse industry sectors including bearings and accessories (for the manufacturing, automotive and engineering sectors), industrial lubricants, energy, insurance, animal health, manned security, nutritional supplements and natural health products, retail, market research, cosmetics and skincare and diagnostic products. 

Sarah is an advisor on corporate matters to Ando Insurance, one of New Zealand’s fastest-growing players in the insurance industry. Sarah also represents venture capital and early stage and expansion capital investor K1W1, for which she has acted since 2004. She is principal legal advisor to Entrust, a consumer trust and 75.1% shareholder of NZX-listed company Vector Limited (New Zealand’s largest distributor of electricity and gas).

Sarah has been a contributing author of the Thomson Reuters publication Mergers, Acquisitions and Takeovers, Practice and Procedure for over 14 years. She speaks German and French and is admitted to practise law in the United Kingdom as well as in New Zealand.

Sarah's transactional experience includes the following:

Mergers, acquisitions and takeovers

• Advising Interpump Group S.p.A (listed on the Italian Stock Exchange and the world’s preeminent producer of professional high-pressure piston pumps and a key global player in hydraulic components) on its acquisition from interests associated with Pioneer Capital, Ngai Tahu and Tainui of Waikato Milking Systems LP, one of the largest producers of rotary milking systems and world-leading smart technologies in the dairy sector, with operations in New Zealand and offshore.
• Completion of the New Zealand aspects of due diligence in connection with the multi-jurisdictional acquisition of a global provider of managed wireless connectivity solutions.
• Advising Next Capital Pty Ltd and Jucy Group on Jucy's acquisition of a fleet of luxury motorhomes and associated assets from ASX-listed Apollo Tourism and Leisure Limited.
• Acting for an offshore under-bidder in connection with the sale of Gull New Zealand by Ampol.
• Sale of the manuka oil assets (including forestry rights) of a leading New Zealand producer of manuka oil products. 
• Sale of a world-renowned New Zealand-based email signature management company to Europe's premier and largest independent provider of transaction-based reviews and ratings. 
• Advising K1W1 on the entry into, exit from, and restructuring of, many of its investments since 2004, including in relation to Spider Tracks (flight data monitoring and aircraft tracking), Lodestone Energy (solar energy), NZ Functional Foods (oat milk), Phitek Systems (aircraft cabin noise cancellation technology), PureDepth (visual display technology), Avertana (bulk industrial commodities), Icebreaker (clothing), Piako Yoghurt (food), Solar City (solar energy), Hubsta/The Deal (online shopping), Living Nature (cosmetics) and Tomizone (WiFi).
• Multiple acquisitions by a bearings and accessories distributor (operating in the manufacturing, automotive and engineering sectors) of various businesses located in different regions of New Zealand, as part of a nationwide expansion strategy.
• Sale of the business and assets of a leading New Zealand supplier of automotive, marine and outdoor textiles.
• Acquisition by an Australian subsidiary of a multinational door hardware and access solutions corporation listed on the Swiss Exchange of the business and assets of a New Zealand automatic door supply and maintenance company.
• Acquisition by an Australian subsidiary of a global manned security company listed on the Indian stock exchange of a majority interest in a leading New Zealand manned security company.
• Advice on a joint venture between an electric lines company and a major player in the telecommunications sector.
• Sale of the shares in a New Zealand cloud-based human resources software company to an ASX-listed provider of cloud-based human resources payroll solutions.
• Advice on the New Zealand aspects of a global US$1 billion acquisition of a worldwide printer business.
• Sale by a New Zealand venture investment vehicle (by way of an amalgamation with the New Zealand subsidiary of a US purchaser) of its cornerstone shareholding in an entity specialising in noise cancellation and audio enhancement equipment (overall transaction value NZ$60m).
• Sale by the founding shareholders of a company operating a manned security business of a controlling interest in that company to a Shanghai-based corporation.
• Acquisition by a Hong Kong listed corporation of a New Zealand company specialising in the manufacture of natural cosmetics and skincare products.
• Sale by a New Zealand company of its recycling technology business to a Singaporean entity that subsequently redomiciled as an Australian entity and listed on the ASX, with part of the consideration paid to selling shareholders comprising shares in the ASX-listed entity.
• Sale of two leading central Auckland veterinary practices to a major ASX-listed player in the veterinary industry, as the first step in a nationwide roll-up of New Zealand veterinary practices.
• Sales by a New Zealand nutraceuticals company (majority-owned by Nestlé S.A.) of various of its assets (in separate transactions) to a New Zealand pharmaceutical company and a key player in the New Zealand kiwifruit industry.
• Sale by a New Zealand venture investment vehicle to a US purchaser of its majority shareholding in an entity specialising in multi-layer screen technology.
• Acquisition by a leading waste recovery company of New Zealand’s largest organic waste to composting operation.

Board and strategic advice

• Acting as principal legal advisor to Entrust, the 75.1% shareholder of NZX-listed company Vector Limited, in relation to diverse corporate, trust and other matters.
• Advice to leading international accountancy firms with multiple offices in New Zealand on various matters including the incorporation of an audit practice and constitutional and board issues.
• Advice to directors and shareholders, including in relation to directors’ duties and shareholder remedies such as minority buy-out rights.

Equity capital markets and securities

• Advising companies and investors (including K1W1) in connection with early stage and expansion capital raising, including in connection with offers to wholesale investors and small offers under the Financial Markets Conduct Act 2013.  
• Establishing employee share option plans, including drafting all requisite documentation and ensuring compliance with the Financial Markets Conduct Act 2013.
• Assisting with the New Zealand aspects of the AU$20 million initial public offering of Terragen Holdings Limited, a leading Australasian agricultural biotech corporation.

Corporate and business structures

• Drafting, negotiating and advising on shareholder and joint venture agreements for numerous closely held and widely held companies and assisting in the resolution of shareholder disputes.

Business advisory

• Drafting, negotiating and advising on a broad range of commercial contracts including supply and distribution agreements, contract manufacturing agreements, licensing agreements, loan and security agreements and terms of trade.
• Advising financial service providers on compliance with the Financial Service Providers (Registration and Dispute Resolution) Act 2008, the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and other related legislation.

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