The Bega Group of companies (Bega) has been on a considerable growth journey over the last 30-odd years – initially a regional dairy co-operative operating in the Bega Valley to now being a publicly listed company with a portfolio of over 24 iconic brands trading in more than 40 countries around the world.
Addisons’ partners and lawyers have been advising Bega throughout that journey. Bega has been a key client of the firm since David Ferguson and Laura Hartley joined Addisons as partners in 2010 and brought Bega with them. David led the Bega client relationship until his untimely passing earlier in 2024.
Bega Executive Chairman Barry Irvin and Addisons Partner Laura Hartley reflect on the success of a relationship that has lasted more than 30 years.
Staying relevant in a time of rapid change
Bega’s current position in the market is the culmination of a plan that began 20 years ago, explains Barry. At the time, with the dairy industry deregulating and other small co-operatives disappearing, Bega realised that to continue to serve its customers, suppliers and community it needed to stay competitive.
‘The mistake some of our competitors made, the other small regional cooperatives, was to try to protect themselves by building a wall around themselves. But the irony is you have to do the opposite – go out and learn and change and take risks.’
As the business has grown, Bega has continued to position itself to fund or support the next step in its plan. These steps have included its listing on the ASX, its 2017 acquisition of Mondelēz International’s Australia and New Zealand grocery business, which included VEGEMITE and Peanut Butter products, its 2021 acquisition of the Lion Dairy & Drinks business and its various significant capital raising associated with each of these transactions.
Building a relationship of mutual trust
‘Early on, says Barry, ‘it was clear Bega was going to need corporate legal capability to support its strategy. That meant getting the Board comfortable with working with a Sydney law firm. He took David Ferguson to meet them.’
‘I’ve always had the view it’s important to be very comfortable with the person you’re working with and to have really strong foundations in shared values and approach. That mutual trust and understanding means you can be totally transparent.’
The Board did feel comfortable, and the relationship with David and later Laura and Addisons proved enduring.
‘Over the years, the ease of operation has particularly stood out,’ adds Barry. ‘Addisons’ understands our values and strategy which means that they can act very quickly because they know what we would expect.’
Acquiring the Lion Dairy & Drinks business
That was particularly evident in Bega’s 2021 acquisition of the Lion Dairy & Drinks business.
The business itself was complex and there were so many aspects to the transaction. There had already been a long bidding history. The sellers had considerable reputation riding on a successful sale and had set incredibly tight timetables.
The transaction involved not only corporate issues but competition law, financing and capital raising issues. There was a huge portfolio of real property and important brands including Dairy Farmers, Dare, Big M and Masters. Plus Bega was taking over more than 2000 staff.
‘Addisons’ depth of knowledge in every area of law we needed meant we were able to keep in front of the sellers’ timetable the whole way,’ says Barry.
‘With all the moving parts in this transaction, Barry and the Bega Board had to be able to trust that each aspect was under control and that we were going to meet the timetable,’ says Laura. ‘My role was to make sure Barry had the confidence that we knew the issues to look for in a food and grocery business more generally and that we brought the best people for the job to get the deal done. An extraordinary team of lawyers from Addisons was involved and if an issue came up, I’d get the message to Barry very quickly.’
Continually sounding out new ideas
Barry also reflects that as Chair, it is essential to him to have external advisors he can trust to challenge his thinking.
‘In my position there’s a danger my ideas won’t be challenged. As a leader I don’t want to distract my team with random thoughts. So it is enormously reassuring to be able to have those conversations with Addisons as I’m starting to formulate strategy. Then I can be confident that the ideas I take to the Board have been tested by trusted and impartial advisors.’
Laura adds, ‘It’s a huge honour to act as a sounding board and be involved in the development of the ideas Barry and his team take forward. Our role goes beyond trusted legal advice to broader strategic business advfeice for Bega.’
Working together since 2010
2010-2013
Acted for Bega Group in relation to its initial 15% investment in ASX-listed Warrnambool Cheese and Butter Factory Company Holdings Limited in December 2010, and subsequently on the takeover offer made by Bega Group in 2013.
2011
Advised Bega Cheese on its initial public offering and listing on the ASX in mid-2011, which completed over-subscribed and raised $35 million for Bega Cheese. The lead-up to the listing included advising the company with respect to its overall corporate strategy.
2011
Advised Bega Cheese on its initial public offering and listing on the ASX in mid-2011, which completed over-subscribed and raised $35 million for Bega Cheese. The lead-up to the listing included advising the company with respect to its overall corporate strategy.
2017
Represented Bega Cheese in 2017 in responding to a compulsory notice issued by the ACCC as part of the Australian Government’s inquiry into the dairy industry in Australia. Advised Bega Cheese since then on its milk supply agreements and milk procurement practices to ensure compliance with the Dairy Code.
2017
Advised Bega Cheese on the $200 million sale of a nutritional spray dryer at Tatura and an infant formula finishing plant at Derrimut to Mead Johnson (now part of Reckitt) and associated services agreements, access agreements, leases and licences.
2017–2023
Obtained merger clearance from the ACCC on all Bega’s transactions including: in 2023, its acquisition of the Betta Milk and Meander Valley Dairy brands from TasFoods Group Limited; in 2020, its $534 million acquisition of Lion Dairy & Drinks, owners of the Dairy Farmers, Yoplait, Big M, Masters and Dare and Farmers Union iced coffee brands; in 2018, its $250 million acquisition of Saputo’s Koroit processing facility; and in 2017, its $460 million acquisition of various assets from Mondelēz Australia including the VEGEMITE brand and peanut butter products.
2017
Acted for Bega Cheese in relation to its purchase of the Australian and New Zealand grocery business of Mondelez, including VEGEMITE and peanut butter products in 2017 for a purchase price of $460 million and also acted in the associated capital raising of $160 million by way of institutional placement and share purchase plan.
2018
Acted for Bega Cheese in relation to its $250 million acquisition of Saputo’s Koroit processing facility and the associated milk supply agreement with Saputo. Also acted in raising of $250 million of capital by way of institutional placement and share purchase plan to reduce Bega’s debt following this acquisition.
2020
Successfully acted in proceedings commenced in the Federal Court of Australia by Kraft Heinz against Bega Cheese. The dispute related to the ownership and right to use the iconic packaging of peanut butter formerly branded “Kraft” and purchased by Bega Cheese from Mondelēz in 2017. The case, which went to the High Court of Australia, involved a consideration of the nature and assignability of goodwill, trade mark rights and misleading and deceptive advertising.
2021
Acted for Bega Cheese in relation to its purchase of the shares in the Lion Dairy & Drinks group in 2021 for $534 million and also acted in the associated capital raising of $400 million, undertaken by way of institutional placement and entitlement offer.
Long-term contracts for Bega Group
Acted for the Bega Group in relation to its contracts relating to the manufacture and supply of dairy and nutritional powder products to third party customers. These long-term contract manufacturing arrangements are key activities of the group and are formulated on the basis that they have the same level of long-term significance as acquisitions, with a focus on key provisions such as ordering and supply, pricing and liability.