International consortium acquisition by scheme of arrangement

Piper Alderman advised Driscoll’s Inc., along with international firm Bryan Cave Leighton Paisner LLP, in relation to the consortium acquisition of Costa Group Holdings Limited (“Costa”) by way of a court-approved scheme of arrangement announced on 22 September 2023.

Driscoll’s is the world’s largest berry company based in California and a major global supplier of fresh strawberries, blueberries, raspberries and blackberries.  The Driscoll’s name was brought to Australia in 2010 when a partnership was formed between Costa and Driscoll’s Strawberry Associates, Inc (US).

The Paine Schwartz Partners, LLC (PSP) led consortium is comprised of entities controlled by PSP, Driscoll’s and British Columbia Investment Management Corporation. Entities affiliated with PSP and Driscoll’s currently hold in aggregate, approximately 19.62 per cent of the Costa shares currently on issue.

Piper Alderman advised the client on the acquisition of the remaining Costa shares valued at $2.5 billion. Under the all-cash consideration, Costa’s equity is valued at $1.496 billion, while its enterprise value came in at $2.459 billion.

The Piper Alderman team that worked on the transaction was headed up by partner Mark Williamson, who specialises in cross-border securities law. The team included partner Sina Kassra, senior associate Sam Blight, and lawyers Samiha Asim and Francesca Lombardo.

In October 2023, the scheme was pending approval from Costa’s shareholders as well as certain regulatory approvals across Australia, the EU, China, and Morocco, according to a BCLP press release and is expected to be implemented in the first quarter of 2024.

Following the acquisition, Costa will de-list from the ASX.