MaxiPARTS Gets Non-Binding $2.50 Cash Proposal From Ares

MaxiPARTS Limited (ASX:MXI) announced it has received a conditional, non-binding indicative proposal from Ares Management Asia (Singapore) Pte Ltd to acquire 100 per cent of the shares in MaxiPARTS for a cash offer price of $2.50 per share, through private equity funds managed and/or advised by Ares and by way of a scheme of arrangement. The company said the offer price implies an enterprise value of approximately $132 million and represents a 46 per cent premium to its last close of $1.71 on 2 September 2026, a 52 per cent premium to the one-month volume weighted average price of $1.65, a 61 per cent premium to the three-month VWAP of $1.55 and a 42 per cent premium to the six-month VWAP of $1.76, with none of the premia taking account of the final dividend. The offer price will be reduced for any future dividend or distribution but will not be reduced by the final dividend of 5.46 cents per share announced on 20 August 2026 and due to be paid on 17 September 2026. MaxiPARTS has agreed to provide Ares with access to a data room and a four-week exclusivity period, with an option to extend by a further two weeks if Ares confirms its offer price and terms. The proposal and entry into a binding scheme implementation deed are subject to conditions including satisfactory confirmatory due diligence, Ares securing adequate debt and equity funding, final approvals from the Ares investment committee and the MaxiPARTS board, a unanimous board recommendation and regulatory approvals. Directors said that subject to negotiation and execution of a deed at a price no less than $2.50 per share and otherwise on acceptable terms, they intend to unanimously recommend the scheme in the absence of a superior proposal and subject to an independent expert concluding it is in shareholders' best interests. MaxiPARTS said there is no certainty the proposal will lead to a binding proposal or that any transaction will eventuate, and that shareholders do not need to take any action. The company has appointed Gresham Advisory Partners as financial adviser and Maddocks as legal adviser to assist it in assessing the proposal.

Separately, MaxiPARTS said it has entered into a binding agreement to acquire the assets of Air Brake Systems Unit Trust for $11.2 million, with 75 per cent payable on completion and 12.5 per cent paid at each of one and two years post completion, subject to specific performance criteria being met. The company said the total price represents a valuation multiple of four times average Operating EBITDA of $2.8 million on a pre-AASB 16 basis before any synergies, and that the acquisition delivers 17 per cent EPS accretion based on full year results with no synergies. The purchase price is split between $7.2 million for the net assets being acquired, principally inventory, plant and equipment and receivables, and $4 million of goodwill. Air Brake Systems commenced in 1991, has 20 employees and revenue of $20 million, operates from one site at Hornsby in New South Wales and generates approximately 60 per cent of its revenue selling brake kits to trailer original equipment manufacturers, with the balance from aftermarket parts, technical service support and telematics. MaxiPARTS said the acquisition will be fully funded from existing cash and debt facilities following a net cash position of $7 million at the end of FY26, and that completion is subject to conditions typical for an acquisition of this type.