Merger Approval Poses Integration and Financing Challenges for Duxton Farms
Duxton Farms has secured Federal Court approval to merge four private agricultural companies, setting the stage for a significant expansion in walnuts, dried fruits, orchards, and bees. The merger is expected to complete by the end of October, accompanied by new financing arrangements.
- Federal Court approves scheme of arrangement for merger
- Four private companies in walnuts, dried fruits, orchards, and bees to be acquired
- Merger effective upon ASIC registration, expected 21 October 2025
- Implementation planned for 30 October 2025 with share issuance following
- New operational financing secured with Commonwealth Bank and NAB
Court Approval Clears Path for Strategic Merger
Duxton Farms Ltd (ASX – DBF) has reached a pivotal milestone in its growth strategy, receiving Federal Court approval for its scheme of arrangement to acquire four Australian private agricultural businesses. These companies operate across diverse sectors including walnuts, dried fruits, orchards, and bees, representing a broadening of Duxton Farms’ agricultural footprint.
The court’s endorsement, granted on 21 October 2025, legally binds the merger companies and their shareholders, pending registration of the scheme books with the Australian Securities and Investments Commission (ASIC). This approval follows earlier announcements and filings, marking the transition from planning to execution.
Merger Details and Timeline
The four entities involved are Duxton Dried Fruits Pty Ltd, Duxton Dairies (Cobram) Pty Ltd (operating as Duxton Walnuts), Duxton Bees Pty Ltd, and Duxton Orchards Pty Ltd. Duxton Farms will acquire all preference shares it does not already own in these companies, consolidating control and integrating operations.
The scheme is expected to become legally effective upon ASIC registration, anticipated on 21 October 2025. Implementation is scheduled for 30 October 2025, at which point shareholders of the merger companies will receive their scheme consideration. Subsequently, new Duxton Farms shares issued under the scheme are expected to commence trading on 31 October 2025, subject to escrow arrangements.
Financing the Merged Group
In parallel with the merger, Duxton Farms has entered into a Common Terms Deed with two of Australia’s major banks, Commonwealth Bank of Australia and National Australia Bank. This agreement will provide operational financing for the merged group, replacing the existing separate finance facilities held by Duxton Farms and the acquired companies.
The new financing arrangement is subject to customary legal and documentary conditions, expected to be satisfied around the time of merger implementation. This consolidated financing structure aims to support the operational needs of the expanded business and streamline financial management.
Looking Ahead
With court approval secured and financing arrangements underway, Duxton Farms is positioned to integrate these diverse agricultural businesses into a cohesive group. This merger not only expands its product range but also enhances its scale and operational capabilities in the Australian agricultural sector.
Investors will be watching closely as the merger progresses to completion, particularly the impact on Duxton Farms’ capital structure and share performance following the issuance of new shares. The company’s ability to leverage its expanded portfolio and financing will be critical in delivering long-term value.
Bottom Line?
Duxton Farms’ merger approval signals a new chapter of growth, but integration and financing execution remain key to unlocking value.
Questions in the middle?
- What are the detailed financial terms and valuation metrics of the merger consideration?
- How will the integration of diverse agricultural operations affect Duxton Farms’ cost structure and profitability?
- What are the specific conditions and covenants attached to the new Common Terms Deed financing?
