- 01SG Fleet agreed to a $1.131b cash takeover of FleetPartners at $5.30/share.
- 02The offer is an 87.3% premium to FleetPartners’ undisturbed price.
- 03Deal requires shareholder, court and regulatory approvals; completion is expected in March 2027.
- 04Possible dividends of up to 26c/share would reduce the scheme payment.
FleetPartners Group (ASX: FPR) has agreed to a $1.131 billion cash takeover by SG Fleet Management under a binding scheme of arrangement that would transfer ownership of the Australian and New Zealand fleet services provider.
SG Fleet, which is owned and controlled by funds managed and advised by Pacific Equity Partners (PEP), will offer shareholders $5.30 per share, subject to adjustments for any permitted dividends.
The offer represents an 87.3% premium to FleetPartners’ undisturbed closing price of $2.83 on 31 July, before SG Fleet made its initial unsolicited approach.
It follows a competitive process involving strategic bidders and exceeds the leading revised non-binding proposals received on 14 September by 65 cents per share.
A reimbursement fee of $11.24 million may become payable by FleetPartners in specified circumstances, while the acquisition is not conditional on SG Fleet securing financing or conducting further due diligence.
Shareholder Return Options
FleetPartners may pay a final dividend of up to 14 cents per share for the 2026 financial year and a special dividend of up to 12 cents per share, with both payments remaining at the board’s discretion.
Any cash dividends paid before implementation would reduce the $5.30 per-share scheme payment by an equivalent amount, although shareholders would retain the benefit of any attached franking credits.
The board intends to determine whether to declare a final dividend when FleetPartners releases its financial results for the year ended June 2026.
“Following a comprehensive and competitive process, the Board is pleased to have reached a binding agreement with SG Fleet at an attractive value for FleetPartners shareholders,” chair Gail Pemberton said.
“We believe the transaction appropriately recognises the strength of FleetPartners’ business, including the quality of its team and customer relationships, and the long-term growth opportunities that are inherent in our business.”
Regulatory Clearances Needed
Completion requires shareholder and court approval as well as regulatory clearances involving the Australian Competition and Consumer Commission, Australia’s foreign investment review process, the New Zealand Overseas Investment Office, and the New Zealand Commerce Commission.
The conditions additionally address the independent expert’s opinion, specified adverse events affecting FleetPartners and change-of-control consents for certain warehouse financing arrangements.
SG Fleet plans to fund the acquisition through existing cash, debt, and equity provided by funds managed or advised by PEP.
If shareholders approve the proposal and the outstanding conditions are satisfied or waived where permitted, the parties expect to complete the acquisition in March 2027, although the timetable remains indicative.
“This transaction represents a significant milestone for SG Fleet, and it will be an exciting and rewarding opportunity for all of us to bring two companies of this quality and reputation together as one,” SG Fleet chief executive officer Robbie Blau added.
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