Big River Agrees $1.62 Cash Scheme With CTL

Big River (ASX:BRI) has signed a binding Scheme Implementation Deed with CTL, turning earlier non-binding proposals into an agreed scheme under which CTL would acquire the shares it does not already own for $1.62 cash per share.

The consideration will be reduced by the cash amount of any fully franked Special Dividend, which the SID permits up to $0.21 per share and which could be less. Big River says the price represents a 45.9% premium to the $1.11 close on 12 November 2026, a 47.2% premium to the 1-month VWAP of $1.10 and a 35.0% premium to the 3-month VWAP of $1.20. It values Big River's equity at approximately $156 million and enterprise value at approximately $216 million, including $36.6 million of leases. CTL, whose sole director is Shan Kanji, already holds 19.9% of shares. The board unanimously recommends the Scheme, and funds managed by Anacacia and NAOS, controlling approximately 59.5% of shares, intend to vote in favour, in each case in the absence of a Superior Proposal and subject to an Independent Expert concluding the Scheme is in shareholders' best interests. CTL expects to fund the Scheme from existing cash reserves and debt finance supported by a commitment letter, and there is no financing condition.

Implementation, targeted for the first quarter of calendar year 2027, still requires ACCC merger clearance, shareholder and Court approval, and the Independent Expert's conclusion. The Special Dividend amount has not been set.