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The commission was satisfied the acquisition would not be likely to substantially lessen competition in any of the markets it assessed, deputy chairwoman Sue Begg said.
The Australian Competition and Consumer Commission also gave clearance this week for the sale, which was first mooted last August.
The agreement remains conditional on approval under the New Zealand Overseas Investment Act, change of control consents from certain PGW (CRRT) Seeds joint venture partners, and the completion of required regulatory filings in Uruguay. PGW deputy chairman Trevor Burt expected those conditions would be confirmed "in due course".
Last year, New Zealand Shareholders Association chief executive Michael Midgley criticised the sale, saying it would leave PGW "a shadow of its former self".