Under the NZ Takeovers Code, the acquisition of a 20% or greater...

Under the NZ Takeovers Code, the acquisition of a 20% or greater shareholding requires a takeover offer for all shares at the same price. Compulsory acquisition can occur if 90% or more acquired. As Mercury owns 19.92%, they could block an incoming shareholder getting to 90%. I suspect that if Mercury refuses to sell to a party acquiring IFT's 65.53%, that will limit the price that IFT can achieve. If both IFT and Mercury shareholdings are on offer (i.e. 85.45% in total), a safe bet that the acquirer would get to 90% and therefore be able to force minorities out.

A scheme of arrangement may have a different outcome, but without Mercury's support it may be a bridge to far to get 75% of shareholders to support a special resolution (especially given that there will be a reasonable 'no show' from minorities in any shareholder vote).