A monthly read on announced Australian takeovers and schemes: what is live, what is moving, and the themes shaping control transactions.
Welcome to our second edition of Control Signals.
In our inaugural edition we mapped a busy final quarter of FY26, with twelve control transactions, roughly A$14 billion in aggregate disclosed value, and a dominant theme of ASX miners combining on scrip to build scale while preserving cash for development.
Fast forward to this edition, which spans 1 July to 17 August. After a busy last quarter of FY26 led by resources, the field is broadening. July was quiet, with four transactions (largely scrip-funded resource combinations and insider-driven take-privates) for an aggregate disclosed value of approximately A$389 million and little outside mining. The opening days of August then changed the tone: two larger, non-mining schemes signed on 10 August, I Squared's A$898 million acquisition of oOh!media in out-of-home advertising and Tabcorp's A$283 million acquisition of BetMakers in wagering technology, suggesting the broader sectors are coming back and lifting the edition's six deals to about A$1.57 billion in aggregate.
In the meantime, the pipeline is looking strong with a few non-binding indicative offers looking to convert into binding deals in the first half of FY27 once we clear the August reporting season.
For most of the period the strategic activity was in the ground. Carnaby Resources is the clearest case: Evolution Mining is buying the copper-gold developer on scrip at a 60.4% premium, paying in paper so it can keep its cash for development, while Austral has won the copper contest for Hammer Metals, signing a binding scrip scheme after Larvotto declined to match. That extended the inaugural edition's pattern of miners using paper to combine and build scale, driven by record gold prices and the scramble for critical minerals.
August points the other way. The edition's two largest deals sit outside mining: I Squared's take-private of oOh!media in out-of-home advertising and Tabcorp's acquisition of BetMakers in wagering technology. It is early, but the broader sectors are showing signs of coming back.
We are seeing a few irons in the coals. Energy One, FleetPartners, OFX, Steadfast and Cleanaway have each attracted non-binding indicative offers, and EQT has emerged as the busiest suitor: its drawn-out pursuit of Perpetual has secured it due diligence, and a fresh approach to Cleanaway has won it up to nine weeks of exclusivity. In an uncertain market, boards are slower to commit and buyers proceed cautiously. That said, the pipeline is already converting: oOh!media's auction has resolved into a binding scheme with I Squared, while Steadfast's A$7.7 billion consortium scheme, its key commercial terms now substantially agreed, is close to a binding deed.
The pipeline suggests the first half of FY27 could be busier than the month's headline count implies. With 30 June year-end results landing through late August, bidders can price off audited numbers and targets' blackouts lift, which often clears the way for approaches that had been held back. Expect the pace of new approaches to build once reporting season passes.
Two of the six deals are related-party transactions where the bidder is already on the register. In Noumi, the offer price is not really the point: it follows a year-long strategic review directed at the approximately A$610 million mandatory cash redemption of convertible notes due May 2027. The notes, not the shares, are the balance-sheet problem the scheme is built to resolve, which is why a modest headline premium sits alongside a change of control.
Canyon's A2MP tells a different insider story, one about developmental funding risk rather than capital-structure resolution. A2MP, already on 55.56%, is mopping up the minority at a roughly 42.5% discount to last close, arguing that the market price overstates value given the company's funding gap and development risk.
One is a scheme while the other is a takeover bid, but the governance considerations are broadly the same and all eyes will be on the relevant independent expert's reports.
Bidders are increasingly pairing carrot with stick, dangling a higher price on a short deadline with a lower fallback to force a target to the table. The clearest case this edition is Element's approach to FleetPartners: A$4.00 per share if the board grants a process deed with three-week exclusivity by 11 August, but only A$3.80 if it does not, and the exclusivity Element wanted was hard exclusivity (i.e. not subject to a fiduciary exception). The device puts the target board on the clock, trading a premium for speed and a window of exclusivity that would shut rivals out; at FleetPartners, though, the board rejected Element's exclusivity, and SG Fleet promptly matched the A$4.00 without it.
The tactic is not new. IFM used two-tier pricing in its pursuit of Atlas Arteria, and Fortescue a similar mechanism for Red Hawk, each built to turn a board's natural preference for a fuller process into a decision to engage now. The bidder's aim is to avoid an open auction that could draw in competitors or lift the price, and the step-up is the compensation the target is offered for giving that up.
For a target board, the pressure runs against its duty to test the market: engaging locks in a premium but forecloses the chance of a better outcome, while holding out risks losing the higher number. Devices like these have come before the Takeovers Panel, including in the Atlas Arteria bid, where the question is whether a deadline or lock-up crosses from legitimate deal protection into coercion of the target or its shareholders. Expect more of them while boards are cautious and bidders are hunting for certainty.
Every announced control transaction on one canvas. The view opens on the last month; use the buttons at right to widen to the last three or six months. Each bubble is a deal, placed by announcement date and sized by value; hover for the detail, click to jump to it in the table. Recolour or filter the view and the chart and table move together. The six-month view rolls with time, so the oldest deals drop off.
Filter by structure, consideration, sector or timeframe, search by name, or sort any column. As a new feature in this edition, the acquirer's home jurisdiction is now shown beneath each bidder. Filters apply to the chart above too.
| Target ▲▼ | Bidder ▲▼ | Announced ▲▼ | Structure ▲▼ | Sector ▲▼ | Value ▲▼ | Consideration ▲▼ |
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The window is the rolling six months to 17 August 2026, collapsible to three; deals announced earlier, such as Australian Strategic Materials (21 January), have dropped off. Values are as recorded at announcement, on a 100% equity basis, unless marked. † Vault reflects the superior Genesis proposal (about A$5.6bn); the original Regis scheme implied about A$4.6bn. ‡ Hammer's contest has resolved in favour of Austral Resources. After the Hammer board declared Austral's proposal a Superior Proposal over the original Larvotto scheme and Larvotto declined to match on 10 August, Hammer and Austral signed a binding scheme implementation deed on 11 August. Hammer shareholders receive about A$0.087 per share, a 29.4% premium to the Larvotto terms, as 1.2903 Austral shares plus A$0.007 of value in a SpinCo holding Hammer's demerged Western Australian gold assets, and the board unanimously recommends it. The Larvotto deed falls away with a break fee of about A$0.55m and loan repayment, and a related Larvotto placement to Glencore lapses. The pattern mirrors Vault, where the first bidder, Regis, was overtaken by a superior proposal from Genesis. Canyon is a controlling-holder mop-up: A2MP already holds 55.56%, so the maximum cash to the roughly 44.44% minority is about A$46.6m against an implied A$103m equity value. European Lithium is denominated in US dollars. Acquirer jurisdiction is the home jurisdiction of the acquirer's ultimate parent or controlling entity, looking through Australian-incorporated bid vehicles to the offshore parent behind them, so Crimson's bid for Kip McGrath is shown as New Zealand, Zurich's for ClearView as Switzerland and A2MP's for Canyon as Dubai. Listed operating acquirers are classified by headquarters (Advanced Innergy is the United Kingdom despite its ASX listing), and Qube reflects the Macquarie-led consortium.
Noumi is the company behind MilkLAB, one of Australia's best-known barista milk brands. Arrovest, already Noumi's majority shareholder and the largest holder of its convertible notes, has agreed to acquire the ordinary shares it does not own by scheme of arrangement, at A$0.1234 cash per share. That values the equity at about A$34.2m on a 100% basis, a 12.2% premium to the last close and a 30.0% premium to the 30-day VWAP.
For Noumi, this deal is the end point of a year-long strategic review forced by a looming deadline: roughly A$610m in convertible notes fall due for repayment in May 2027. The company simply cannot repay that debt in its current form. That is the real problem the transaction is designed to solve, and it helps explain the modest premium: with Arrovest already in control, the scheme mops up the minority and takes the company private rather than paying up for control. A separate scheme deals with listed optionholders.
Because the buyer is already an insider, the protections built into the process are important. Arrovest cannot vote on the scheme, so approval depends entirely on the remaining (minority) shareholders. The independent board committee will only recommend the deal if an independent expert confirms, and keeps confirming, that it is in shareholders' best interests.
The structure is not unprecedented. In 2023, Allegro Funds took Slater & Gordon private in a comparable, debt-driven deal, acquiring both the company's equity and its debt at once. It bought out Anchorage and the offshore hedge funds that had controlled Slater & Gordon since a 2017 recapitalisation, and took the firm off the ASX to clean up that inherited funding structure.
Arrovest holds a similar mix of debt and equity at Noumi, being the majority shareholder and, through convertible notes that date back to Noumi's own rescue as Freedom Foods Group, its largest creditor. The difference is that Arrovest already controls Noumi and is buying out a minority, where Allegro was an outside acquirer taking control. But the underlying logic is shared: the real reason for taking the company private is to fix an unsustainable debt position.
Evolution Mining has agreed to acquire Carnaby Resources by scheme, offering 0.0682 Evolution shares for each Carnaby share. That implies about A$0.77 per Carnaby share and a fully diluted equity value of roughly A$213m, a 60.4% premium to Carnaby's last close and a 31.4% premium to its 30-day volume-weighted average price. The prize is the Greater Duchess copper-gold project in the Mount Isa district, an iron-oxide-copper-gold system that fits Evolution's copper-and-gold portfolio.
The structural feature to watch is how Carnaby's Glencore relationship is unwound. Carnaby is party to tolling and offtake agreements with Glencore International AG. If the scheme proceeds, those agreements are to be terminated, and in consideration Carnaby will issue Glencore about 28.6m shares, roughly 9.4% of its capital on a post-issue basis, under its listing rule 7.1 placement capacity. The new shares are to be issued on the business day after the scheme becomes effective, but before the record date, so Glencore receives the scheme consideration on them. Because they are issued after the scheme meeting, they carry no vote on the scheme.
The deal protection is conventional for a competition-sensitive scrip scheme: no shop, no talk and no due diligence restrictions with fiduciary exceptions, a matching right, and a mechanism to respond to a superior competing proposal. Unlike Noumi, Carnaby carries a reciprocal break fee, a reimbursement fee payable by Carnaby and a reverse reimbursement fee payable by Evolution, and a nine-month end date.
A2MP Investments is a Dubai-based vehicle controlled by Gagan Gupta. Its shareholders are Singapore's Eagle Eye Asset Holdings (97.3%) and Afreximbank's FEDA (2.7%). A2MP already owns 55.56% of Canyon and is now bidding for the rest at A$0.05 cash per share. That prices the whole company at about A$103m (or A$188m including drawn debt). If every minority holder accepts, the total cash required is about A$46.6m.
The price is the story. A$0.05 is 42.5% below Canyon's last close of A$0.087 and roughly 84% below its 52-week high. The bidder's case is that the market price is misleading: Canyon has a large funding gap, needs significant new capital before it can ship its first bauxite from the Minim Martap project in Cameroon, faces ongoing losses, and is a single-country bet. A2MP also warns that if the bid lapses, the share price could fall hard and no competing offer is likely.
This is a Chapter 6 takeover bid, not a scheme of arrangement. There is no shareholder vote and no court hearing. Each holder decides on their own whether to accept. The offer is all-cash, fully funded from about US$127m in existing reserves, with no financing, due diligence, or material adverse change conditions. There are only two conditions: a 75% minimum acceptance threshold (A2MP needs roughly 43.7% of the minority to say yes), and a standard requirement that Canyon not do anything unusual with its capital structure before the bid closes.
Similar to Arrovest/Noumi, there is a related-party angle here. Gaurav Gupta is a director of A2MP and a non-executive director of Canyon. He has stepped aside from both boards on anything to do with the bid. Canyon's board has not yet made a recommendation. So far only the bidder's statement has been released. Canyon must now put out its own target's statement and an independent expert's report (required because A2MP holds more than 30% and shares a director with the target). That report will say whether the offer is fair and reasonable. For minority shareholders, the expert's opinion and the 75% acceptance threshold are the two things to watch.
Crimson Education, the New Zealand-based global tutoring and admissions group led by Jamie Beaton, has bid for Kip McGrath Education Centres (ASX: KME) through its Australian subsidiary. The price is A$0.73 cash per share, valuing the company at about A$38.3m and representing a 62.2% premium to the last close. Kip McGrath runs 437 tutoring franchise centres across Australia, the UK, New Zealand, South Africa and the Middle East. It exited the US in 2025.
The bid is both hostile and generous, which is unusual. Crimson went straight to shareholders after the board refused to engage. There is no recommendation. Yet the price is a full control premium, not the opportunistic discount a hostile bidder usually tries on. Compare it to Canyon, the other Chapter 6 bid in this edition: an outsider paying up here, a 55% insider mopping up below market there.
Crimson has a head start. Pie Funds Management, which holds about 19.25%, has signed a pre-bid acceptance deed. That gives Crimson 19.25% voting power from day one. Pie can walk away if a third party announces a superior proposal (being an offer to acquire 20% or more of Kip McGrath at a higher price or better terms) and Crimson does not match within five business days. That is the standard structure for keeping a pre-bid stake inside the Takeovers Panel's 20% lock-up guidance.
The offer is all-cash and conditional on 90% minimum acceptance, a high bar for a hostile bid with no board support.
The three-way auction for the out-of-home advertising group oOh!media (ASX: OML) has finally resolved: on 10 August I Squared Capital, the global infrastructure investor, signed a binding scheme through OOH BidCo at A$1.70 per share, being scheme consideration of A$1.68 plus an interim dividend of A$0.02, which values oOh!media at about A$898 million of equity and A$1.04 billion enterprise value, a 100% premium to the undisturbed A$0.85 close before April's approach. The board unanimously recommends it, subject to the independent expert and no superior proposal, with matching break and reverse break fees of A$8.9 million.
Because the sale was competitive, the deal protection is tuned to the auction: a proposal from any party that took part counts as superior only if it beats the price by at least 3%, so a losing bidder cannot reopen the contest with a marginal bump. That echoes SG Fleet, whose scheme set the bar at a transaction that had to be materially more favourable to shareholders. It now moves to a shareholder vote and court approval.
Wagering incumbent Tabcorp (ASX: TAH) has agreed to acquire the betting-technology group BetMakers (ASX: BET) by scheme, signing a binding deed on 10 August at A$0.24 cash per share, with an alternative to take new Tabcorp shares for up to a capped 25% of the total consideration. The price values BetMakers at about A$282.9 million and is a 45.5% premium to the A$0.165 close on 7 August.
The BetMakers board unanimously recommends the scheme, subject to the independent expert and no superior proposal, and the directors, holding about 10%, intend to vote in favour. It carries no financing condition and needs no Tabcorp shareholder vote, but turns on ACCC clearance and gaming and racing approvals across BetMakers' jurisdictions, with completion targeted for the third quarter of FY27.
On 30 July 2026 ASIC finalised the technical settings for a new enhanced substantial holding and beneficial ownership disclosure regime for listed entities, the reforms having passed in December 2025. The new obligations commence on 4 December 2026, with a transitional period to 4 June 2027, and are aimed at making clearer who ultimately owns, controls or has significant economic exposure to ASX-listed entities. These reforms traverse concepts like substantial holding notices, relevant interests, deemed economic interests and tracing. ASIC has registered the ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 and refreshed its guidance, following consultation in Consultation Paper 387.
ASIC has made a single pro forma Substantial Holding Notice, consolidating the current three forms into one. During a transitional period before 4 June 2027, interest holders can meet their obligations using either the new notice or three replacement forms that take the place of Form 603 (initial substantial holder), Form 604 (change of interests) and Form 605 (ceasing to be a substantial holder). ASIC is also exploring, with market operators, a web-based portal for lodging substantial holding information. The 5% substantial holding trigger is untouched; what changes is the form, the data it captures and, in time, how it is lodged. Crimson's pre-bid stake in Kip McGrath, disclosed on a Form 603, is the kind of filing that will migrate to the new notice.
The reforms reach past legal title to economic exposure. ASIC has simplified the calculation for deemed economic interests and offsetting short positions in listed securities, and updated Regulatory Guide 5 (Relevant interests and deemed economic interests) with new guidance on both. This is the limb aimed at derivative and synthetic positions, the swap and equity-derivative exposures that can sit alongside, or instead of, an on-market holding. For merger-arbitrage and event-driven funds, and for a bidder quietly building a position, it points to more of the true economic picture reaching the market.
Guidance on substantial holding notices has moved into Regulatory Guide 222 (Substantial holding disclosure and tracing requirements), which ASIC has updated, and ASIC has implemented an index-based format for registers of relevant interests. Tracing, the power to require a holder to disclose those for whom it holds, and the register that results, is how ownership is followed up a chain to the ultimate controller. Two deals in this edition show why that matters: Canyon's A2MP traces up through a Singapore holder to an individual, and Kip McGrath's Crimson through a New Zealand parent to its founders.
Around the core change, ASIC has streamlined Regulatory Guide 9 (Takeover Bids) for readability and made consequential amendments to Regulatory Guides 6, 10, 74, 128 and 193. None of this shifts the strategic calculus of a control transaction. But from 4 December 2026 the disclosure that surrounds one, who holds, at what economic exposure and behind whom, becomes fuller, and, ASIC intends, simpler to comply with.
Australia's Foreign Investment Review Board (FIRB) regime specifically targets investments in 'national security businesses'. Foreign investors generally require approval through the FIRB process to acquire (directly or indirectly) an interest of 10% or more in an entity (Australian or foreign) that carries on a national security business. The definition of a 'national security business' is broad and captures many businesses whose activities may not fit within an intuitive assessment of national security. Data centres, for example, can qualify as national security businesses. Failing to obtain FIRB approval to acquire a target carrying on a national security business can result in civil or criminal penalties.
A business is not considered to be a national security business unless it is publicly known, or could be known upon the making of reasonable enquiries, that the business meets the relevant criteria. Foreign investors are expected to make reasonable enquiries to ascertain whether a target business satisfies the national security business criteria. However, what constitutes 'reasonable enquiries' depends largely on the transactional context and the information realistically available to the foreign investor.
Friendly transactions. In private treaty M&A or a friendly takeover of a publicly listed target (whether on the ASX or a foreign securities exchange), the investor typically has access to target management as part of due diligence. In this context, reasonable enquiries typically entail asking target management to complete a detailed national security business questionnaire. Investors rely on the target's responses to form a considered view on whether a national security business obligation is triggered.
Hostile transactions. In a hostile takeover of a publicly listed target (whether on the ASX or a foreign securities exchange), there is no practical scope to request that target management respond to a national security business questionnaire. Reasonable enquiries would therefore be limited to publicly available information about the target group. This presents a challenge to foreign investors, as publicly available information may not reveal any information that supports a conclusion that the target or any member of its group qualifies as a national security business.
We have seen transactions where the target, as an overt defence strategy, itself asserts that it or a member of its group is carrying on a national security business. If that happens, the target's own self-assessment of its national security business characterisation cannot be challenged, and the foreign bidder must amend its offer to include a FIRB condition. This can present a significant practical difficulty for the bidder, because under most public takeover regimes it is generally not permissible for a bidder to introduce new conditions after the offer is publicly announced.
Where a bidder is unable to independently verify information provided by target management due to the hostile nature of the transaction, navigating FIRB's requirements can be particularly challenging, especially where the information available to the foreign bidder is limited to publicly available information. We have assisted foreign bidders in these circumstances, including advising on how to satisfy FIRB's reasonable enquiries expectations where access to relevant information is constrained. In these cases, careful legal drafting is critical to clearly articulate the enquiries undertaken, explain any limitations on information access and provide FIRB with a robust basis for accepting the foreign bidder's conclusions. Well-crafted submissions that align with FIRB's expectations can materially reduce execution risk and maximise the prospects of a timely review process, allowing foreign bidders to progress their takeover offers with minimal disruption. See further our article, Navigating FIRB rules for national security businesses.
What we could see in the coming weeks. These are live situations drawn from public disclosures; positions can change, and none is certain.
Cleanaway (ASX: CWY), Australia's largest waste-management group, is the biggest name in the pipeline. On 13 August it disclosed a conditional, non-binding proposal from EQT Infrastructure, the infrastructure arm of the Swedish group EQT, to acquire it by scheme at A$3.13 cash per share, less dividends, implying an enterprise value of about A$9.4 billion and a 32.1% premium to the undisturbed A$2.37 close. EQT began at A$3.00 and lifted to A$3.13; Cleanaway has granted up to nine weeks' exclusive due diligence, and its directors have confirmed an intention to recommend, subject to a binding scheme at no less than A$3.13, an independent expert, no superior proposal, and FIRB and ACCC approvals. EQT is also the suitor circling Perpetual, so it is working two large Australian targets at once.
The proposal is already contested. Tanarra Capital's John Wylie, who holds more than 4%, has attacked the board for keeping the approach private for months and adding deal-protection measures he says are designed to deter rivals, and argues the offer is really worth A$3.095 once an expected dividend that investors would receive anyway is stripped out; other holders expect rival bidders to surface for a scarce, regulated asset. EQT's own history counsels caution: across its funds it has walked from Australian approaches at Iress in 2021 and AUB in 2025, and its infrastructure arm, the party bidding here, let a 2019 Vocus approach lapse in diligence and, at Metlifecare in 2020, signed a binding NZ$7.00 scheme only to terminate on material-adverse-change grounds and return months later at NZ$6.00. The infrastructure arm's record of aborted approaches is thinner than the broader group's, but a walk or a trimmed price after diligence is a real risk; the question is whether nine weeks of exclusivity converts into a binding scheme at A$3.13, or something less.
Steadfast (ASX: SDF), Australia's largest general insurance broker network, is the subject of a scheme proposal at A$6.00 cash per share from a consortium of the specialty insurance distributor Amwins Group, growth investor Dragoneer Investment Group and KKR, which joined as co-lead on the retail brokerage on 14 July. The price, which reduces by any dividends after 5 June 2026, is a 51.9% premium to the undisturbed A$3.95 close of 16 May and values Steadfast at about A$6.7 billion of equity and A$7.7 billion enterprise value; under the structure, Amwins would take the underwriting agencies while Dragoneer and KKR own the retail brokerage. The proposal remains non-binding and indicative, but it is close to signing: on 17 August the consortium again reconfirmed the A$6.00 price, reported that due diligence was in its final stages and the key commercial terms of the draft scheme implementation deed were substantially agreed, and exclusivity was extended to 21 August to finalise documentation. FIRB, the ACCC and New Zealand's OIO clearances are required.
OFX (ASX: OFX), the cross-border payments company, announced on 23 July that it intends to recommend a 100% cash acquisition by the UK's Equals (Alakazam Holdings Bidco) at A$1.00 per share: about A$247m of equity value, a 9.2x EV/EBITDA (FY26) multiple, and a 108% premium to its undisturbed price before February's strategic review. This is not yet a binding deal. It is a Transaction Process Deed, an agreed pathway to a scheme, with entry into a scheme implementation deed still conditional on Equals finalising confirmatory due diligence (said to be substantively complete) and locking down debt financing inside a four-week exclusivity period, extendable to as late as 25 September. The board intends to recommend, subject to an acceptable SID, comfort on the debt funding, no superior proposal and a supportive independent expert, and the A$1.00 price may move by up to A$0.04 either way for OFX's cash at implementation.
Volue AS, the Norwegian electrification-technology group (backed by Advent International, TA Associates, Generation Investment Management and Arendals Fossekompani), has approached Energy One (ASX: EOL) by proposed scheme, and on 22 July revised its unsolicited, non-binding, indicative and conditional proposal to A$17.00 cash per share, up from A$16.50 on 6 July. Volue frames A$17.00 as about a 57% premium to Energy One's A$10.85 close on 29 July, a 47% premium to the one-month VWAP and a 43% premium to the VWAP since the company's 21 May trading update (the Australian Financial Review reported the proposal at more than A$550m). On 30 July the Energy One board unanimously rejected it as opportunistic and an undervaluation in a change-of-control context, citing execution risk (confirmatory due diligence with access to management, FIRB and potentially antitrust approvals) and the proposal's requirements for exclusivity and a unanimous board recommendation, with a number of directors themselves meaningful shareholders. The rejection was emphatic: unlike Perpetual, which rebuffed EQT but still opened limited due diligence, the Energy One board neither engaged nor granted due diligence at A$17, signalling it does not see the price as a basis for talks even at a full premium to undisturbed trading. The proposal is expressly not a section 631 notification, and there is no agreed deal. Watch whether Volue returns with a higher price or shifts tactics, and note that Energy One is itself an acquirer, having flagged in May that it continues to evaluate acquisitions to build scale.
FleetPartners (ASX: FPR) has turned into a live auction. SG Fleet, the SG Fleet Topco vehicle backed by Pacific Equity Partners, opened on 3 August at an indicative, non-binding A$3.60 cash per share; the board unanimously rejected that on 10 August as undervaluing the company, and within a fortnight the field had grown to three bidders and the price to A$4.00.
As at 12 August, SG Fleet leads with a revised A$4.00 proposal, up from A$3.60 and no longer conditional on exclusivity. Element Fleet Management, the North American fleet manager, is at A$3.80, its A$4.00 having depended on a process deed and three-week exclusivity that the board rejected on 12 August. ORIX Corporation, the Japanese diversified investment house, has entered at A$3.80 by scheme, seeking a unanimous board recommendation. All three remain indicative and non-binding, and the board is weighing them.
Behind the contest is a structural shift. From 1 April 2027, Australia's fringe benefits tax exemption for electric vehicles applies in full only to models priced under A$75,000, with dearer EVs dropping to a 25% discount, which concentrates salary-packaged and fleet demand in lower-priced, higher-volume vehicles. More cars under management makes scale more valuable, and the crowd now circling FleetPartners, a strategic fleet manager in Element, a private-equity-backed operator in SG Fleet and a diversified investment house in ORIX, bears that out.
The bidding has a benchmark behind it. Pacific Equity Partners took SG Fleet private only last year at about 12.3 times earnings, and 8.3 times EV/EBITDA, on that scheme's own figures, so A$3.60 implied closer to 10 times FleetPartners' reported earnings and even A$4.00 sits a touch below the SG Fleet mark. The qualification is that much of FleetPartners' profit is cyclical, elevated end-of-lease income, so on core earnings the discount narrows or reverses.
The 'you're low-balling us' point, which PEP could not easily disown given it set the SG Fleet comparable, has been emphatically borne out: A$3.60 was rejected, and a field of three has since bid the price to A$4.00. It matters, too, that Mitsubishi is FleetPartners' largest shareholder at 20.54% and paid A$3.10 for that stake, a well-resourced holder now well in the money and with enough votes to trouble a scheme.
Having kept the contest open rather than lock in a single bidder, the board is now playing the three off against each other: on 13 August it granted SG Fleet, Element and ORIX limited due diligence under confidentiality agreements, inviting each to submit a revised proposal on a more informed basis, and left the door open to other parties. Watch whether diligence draws revised bids above A$4.00, and which of the three, if any, converts to a binding scheme.
EQT, the European private-markets group (through Windflower Pte Limited, which Perpetual understands is indirectly controlled by EQT AB), has been pursuing Perpetual (ASX: PPT) by proposed scheme, and on 27 July revised its non-binding, indicative proposal to A$22.50 per share. On 29 July the Perpetual board rejected it as not in shareholders' best interests, but offered EQT limited, non-exclusive due diligence, subject to confidentiality and standstill, to see whether it can improve its terms. There is no agreed deal and no certainty one follows. The situation also frames a wider timing point into August: with 30 June year-end results landing through late August (Perpetual reports on 27 August), bidders can price off audited numbers and targets' blackouts lift, which often clears the way for approaches that had been held back.
The inaugural edition of Control Signals, covering announced Australian control transactions for the quarter to 30 June 2026, is available here: Control Signals | MinterEllison.