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Bremworth takeover on the brink as major shareholders vow to vote down the Godfrey Hirst deal

New Zealand’s best known wool carpet maker is on the verge of walking away from a takeover that once looked all but done, after a group of shareholders said they would vote it down.

Bremworth, the NZX-listed company behind the Bremworth and Cavalier Bremworth carpet brands, has been the subject of a buyout offer from Floorscape Limited since October 2025. Floorscape is owned by the New York-listed flooring giant Mohawk Industries, which also owns Bremworth’s biggest rival in the New Zealand market, Godfrey Hirst. The deal was put together as a scheme of arrangement, a court-supervised process that needs a high level of shareholder support to get across the line.

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That support now looks out of reach. A group led by investor David Ferrier, which controls about 19.4 percent of Bremworth’s voting rights, has told the company it intends to vote against the scheme. The group takes in Ferrier himself along with Henry Lawford Lonsdale Ferrier, the Chancery Trust and Mangawhai Collective Limited. A second investor, the TR Harrison Securities Trust represented by Terry Harrison, holds a further 2.4 percent and has also lined up in opposition. Between them the two blocs speak for close to 21.8 percent of the register.

Under the rules of a scheme of arrangement, at least 75 percent of the votes cast have to be in favour, and those votes must represent more than half of all voting rights. With more than a fifth of the company already committed against it, the arithmetic becomes very hard for Floorscape. The Ferrier group put it bluntly in its letter to the board, saying that “even without the support of any other shareholders, it is now very unlikely that the SIA will attract sufficient votes”, a reference to the scheme implementation agreement, as RNZ reported.

What makes the revolt unusual is that it is not a fight about money. The shareholders did not argue the price was too low. Instead they said they were not satisfied the transaction was in the long-term interests of the wool industry, its participants or its customers. Mohawk is a synthetic flooring heavyweight, and handing New Zealand’s flagship all-wool carpet business to the owner of Godfrey Hirst clearly sat uncomfortably with a section of the share register that sees Bremworth as a champion of the local wool story.

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The dissident investors also took aim at how long the whole affair has dragged on. They said the company “continues to incur extraordinary internal and external costs in connection with the scheme” and argued that the drawn-out process had “paralysed the company and its management’s capacity to run the company and progress its opportunity set”. Their view is that Bremworth has strong prospects of its own and that management should be free to chase them rather than stay locked in what they described as a run-down holding pattern.

The timing of the objection is pointed. Floorscape first announced the proposed buyout back in October 2025. The High Court signed off on the scheme in February this year, but the plan then stalled at the Commerce Commission, which was worried about the competition effects of putting Bremworth and Godfrey Hirst under one owner. The commission only granted its clearance last week, after roughly nine months in which Bremworth operated under the constraints of a live takeover. Having finally cleared the regulatory hurdle, the deal has now run straight into a shareholder wall.

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The market has been signalling doubt for a while. Floorscape’s indicative offer was pitched at between $1.05 and $1.15 a share, yet Bremworth stock closed at just 89 cents on Friday, well below the bottom of that range. A share price sitting under the offer usually tells you investors are not betting on the deal completing, and the Ferrier group’s declaration has now given that scepticism a hard number.

Bremworth’s board is not backing down. Directors have recommended the offer and say their position has not changed. According to the company, extensive financial modelling showed the Floorscape deal remained the best financial outcome for shareholders over a three-to-five-year timeframe. In other words, the board believes a bird in the hand from Mohawk beats the risks of going it alone in a tough carpet market, even if a vocal slice of the register disagrees.

The standoff lands at an awkward moment for the wider wool sector. Strong wool prices have spent years in the doldrums, and Bremworth’s decision several years ago to walk away from synthetic carpets and go all-wool made it something of a standard-bearer for New Zealand farmers hoping for a revival in demand for the natural fibre. For those growers, the prospect of the country’s marquee wool carpet brand being absorbed by a global synthetics group was always going to be a sensitive one, whatever the numbers said.

For now the ball is back in Floorscape and Mohawk’s court. A scheme that cannot muster the votes cannot proceed, and unless the opposing shareholders can be won over or the terms reworked, the most likely outcome is that the takeover collapses and Bremworth carries on as an independent, listed company. That would leave management to prove the dissidents right by delivering the turnaround they say is within reach. You can read the shareholder group’s full reasoning in the coverage from Farmers Weekly.

What do you make of the revolt. Should Bremworth stay independent and fly the flag for New Zealand wool, or is a clean sale to Mohawk the smarter call for shareholders. Have your say in the comments below.

This article was written by AI, briefed to report the facts, hopefully without some of the bias people bring to the job 🙂

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