G8 Education Limited (ASX:GEM) has received a non-binding, indicative proposal from Majority Capital Partners Pty Ltd to acquire 100% of the company's ordinary shares by way of a scheme of arrangement for consideration of A$0.26 per share, and has entered into a Transaction Process Deed with the Melbourne-based investment manager to facilitate confirmatory due diligence and further negotiations.

Key Points

  • Majority Capital Partners has proposed A$0.26 per G8 share, representing a 160% premium to G8's last closing price of A$0.100 on 11 November 2026
  • Majority Capital Partners has been granted up to six weeks of exclusivity to undertake confirmatory due diligence and negotiate terms of a potential Scheme Implementation Deed
  • G8 directors have confirmed their intention to unanimously recommend shareholders vote in favour of the scheme, subject to entry into a binding SID and an independent expert's conclusion
  • The Process Deed does not oblige either party to proceed, and no binding transaction will exist unless a Scheme Implementation Deed or other definitive documents are executed

Proposal Terms and Premium to Market Price

The proposed consideration of A$0.26 per G8 share is to be reduced by the cash amount of any future dividends declared or paid by G8 after the date of the Process Deed. According to the filing, the offer price represents a 160% premium to G8's last closing price of A$0.100 per share on 11 November 2026, a 177% premium to the one-month volume weighted average price of A$0.094, and a 143% premium to the three-month volume weighted average price of A$0.107. Under the terms of the proposal, G8 shareholders would have the opportunity to elect to receive a percentage, to be determined, of their scheme consideration in shares in a newly incorporated holding company, with the remainder payable in cash.

Exclusivity Period and Process Deed Conditions

Under the Process Deed, Majority Capital Partners has been granted exclusivity for a period of up to six weeks. The first three weeks constitute a hard exclusivity period during which fiduciary carve-outs do not apply. The exclusivity period may be extended by five business days if, within the last three business days of that period, Majority Capital Partners confirms in writing that it has completed due diligence in all material respects and is willing to proceed subject only to completion of negotiations and execution of a Scheme Implementation Deed. The Process Deed contains customary exclusivity arrangements including no shop, no talk, no due diligence, notification and matching right provisions, subject to customary fiduciary carve-outs.

Conditions Precedent and Board Advisers

The proposal and any binding Scheme Implementation Deed remain subject to a number of conditions, including satisfactory completion of confirmatory due diligence, entry into a Scheme Implementation Deed on acceptable terms, approval by Majority Capital Partners' investment committee of the final transaction terms and binding debt and equity commitments, and a unanimous G8 Board recommendation. Majority Capital Partners has received a combination of bank highly confident and equity commitment letters reflecting the full consideration payable under the proposal. G8 has appointed Barrenjoey as financial adviser and Allens as legal adviser. Majority Capital Partners is advised by Ashurst Perkins Coie, Horizon Nexus Partners and PwC.