Highlights

• G8 Education has received a non-binding indicative proposal from Majority Capital Partners to acquire 100% of its shares at $0.26 each, representing a 160% premium to the last closing price of $0.10 on 11 November 2026.

• The G8 board has entered into a Process Deed with Majority Capital Partners, granting up to six weeks of exclusive access for confirmatory Due Diligence and negotiation of a binding Scheme Implementation Deed.

• PPKME shareholders would have the option to elect a portion of their consideration in shares of a newly incorporated holding company, with the remainder paid in cash.

• The G8 board has unanimously confirmed its intention to recommend the proposal to shareholders in the absence of a superior proposal and subject to an independent expert concluding it is in shareholders' best interests.

G8 Education Limited (ASX:GEM), Australia's largest listed operator of early learning and childcare centres and listed on the ASX under the ticker GEM, announced on 12 November 2026 that it had received a non-binding indicative proposal from Majority Capital Partners Pty Ltd, an Australian Investment manager, to acquire 100% of G8's ordinary shares by way of a scheme of arrangement for consideration of $0.26 per share. The proposal represents a substantial implied premium to the company's recent trading levels: the Offer Price is 160% above the closing price of $0.10 per share on 11 November 2026, 177% above the one-month Volume weighted average price, and 143% above the three-month volume weighted average price. G8's board, having considered the proposal carefully in consultation with its financial and legal advisers, determined that the interests of shareholders were best served by allowing Majority Capital Partners the opportunity to undertake confirmatory due diligence and progress discussions toward a potential binding transaction.

The Indicative Proposal and Its Premium Context

To govern this process, G8 and Majority Capital Partners have entered into a Transaction Process Deed that grants the bidder exclusivity for a period of up to six weeks from the date the data room is made available, within which Majority Capital Partners will conduct confirmatory due diligence and both parties will negotiate the terms of a potential Scheme Implementation Deed. The first three weeks of this period constitute a 'hard exclusivity' period during which the customary Fiduciary carve-outs that allow the target board to respond to superior competing proposals do not apply, providing the bidder with a protected window for initial due diligence. The Process Deed contains standard provisions including no-shop, no-talk, no-due-diligence, notification, and matching right obligations applicable to G8 during the exclusivity period. Majority Capital Partners has indicated it has received both bank 'highly confident' letters and Equity commitment letters, together reflecting the full consideration payable under the proposal, addressing a key threshold question about financing certainty.

Process Deed Structure and Exclusivity Arrangements

Under the terms of the indicative proposal, G8 shareholders would receive $0.26 per share in cash, less the amount of any dividends declared or paid by G8 after the date of the Process Deed. G8 shareholders would also have the option to elect to receive a portion of their consideration in shares of a newly incorporated Holding Company of the acquiring entity, with the percentage available for such election and other details to be determined. This structure would give shareholders the choice between full cash exit and partial continued ownership in the successor entity. The Process Deed and indicative proposal are both expressly non-binding at this stage, meaning neither party is obligated to proceed with the transaction unless and until a binding Scheme Implementation Deed is executed. The process deed will terminate automatically upon execution of such a deed, the expiry of the exclusivity period, or in certain other circumstances.

Conditions, Board Recommendation and What Happens Next

The G8 board has unanimously confirmed that each director intends to recommend that shareholders vote in favour of the scheme, and to vote their own shares in favour, in the absence of a superior proposal and subject to an independent expert concluding that the proposal is in the best interests of G8 shareholders. This intention is conditional on a binding SID being executed on acceptable terms, including that the consideration remains at or above $0.26 per share. G8 shareholders do not need to take any action at this stage. The company advised that it would update shareholders on material developments as they occur. G8 operates an extensive network of early learning centres across Australia and has been subject to operating environment pressures in the period leading up to this announcement, as evidenced by the low prevailing share price relative to the proposed consideration. The proposal, if it proceeds to a binding offer and completes, would take G8 private under a new ownership structure. Early learning and childcare is a sector characterised by significant government policy interaction — including the level and structure of childcare subsidies, workforce regulations, and quality standards — and by an operating cost base in which labour represents a large and growing proportion of total expenses. These dynamics create both risks and opportunities for operators of scale like G8: the risks include policy changes that affect the Economics of centre operation, and the opportunities include the ability to manage a large portfolio of centres with centralised back-office functions and purchasing scale. A private equity-backed structure may afford G8 the flexibility to invest in operational improvements and Portfolio Management without the quarterly reporting cadence and market scrutiny associated with a listed company, potentially enabling a longer-term investment horizon for the operational recovery programme. The proposal also raises broader questions about the valuation of listed childcare operators in the current Australian regulatory and operating environment, where government funding policy, workforce costs, and centre occupancy rates interact to determine the financial performance of operators like G8. The fact that Majority Capital Partners is offering a 160% premium to the prevailing share price suggests the bidder views the market's current implied valuation as a material discount to the Intrinsic Value of G8's portfolio of centres and customer relationships, even accounting for the operational challenges the company has been navigating. For G8 shareholders, the opportunity to exit at a substantial premium to recent trading prices — if a binding transaction is ultimately agreed — represents a potentially attractive outcome after a period in which the share price had been under pressure, and the board's decision to progress the due diligence process reflects a considered assessment that this is in the best interests of shareholders.

Key Insights

The G8 board has unanimously confirmed that each director intends to recommend that shareholders vote in favour of the scheme, and to vote their own shares in favour, in the absence of a superior proposal and subject to an independent expert concluding that the proposal is in the best interests of G8 shareholders. This intention is conditional on a binding SID being executed on acceptable terms, including that the consideration remains at or above $0.26 per share. G8 shareholders do not need to take any action at this stage. The company advised that it would update shareholders on material developments as they occur. G8 operates an extensive network of early learning centres across Australia and has been subject to operating environment pressures in the period leading up to this announcement, as evidenced by the low prevailing share price relative to the proposed consideration. The proposal, if it proceeds to a binding offer and completes, would take G8 private under a new ownership structure. Early learning and childcare is a sector characterised by significant government policy interaction — including the level and structure of childcare subsidies, workforce regulations, and quality standards — and by an operating cost base in which labour represents a large and growing proportion of total expenses. These dynamics create both risks and opportunities for operators of scale like G8: the risks include policy changes that affect the economics of centre operation, and the opportunities include the ability to manage a large portfolio of centres with centralised back-office functions and purchasing scale. A private equity-backed structure may afford G8 the flexibility to invest in operational improvements and portfolio management without the quarterly reporting cadence and market scrutiny associated with a listed company, potentially enabling a longer-term investment horizon for the operational recovery programme. The proposal also raises broader questions about the valuation of listed childcare operators in the current Australian regulatory and operating environment, where government funding policy, workforce costs, and centre occupancy rates interact to determine the financial performance of operators like G8. The fact that Majority Capital Partners is offering a 160% premium to the prevailing share price suggests the bidder views the market's current implied valuation as a material discount to the intrinsic value of G8's portfolio of centres and customer relationships, even accounting for the operational challenges the company has been navigating. For G8 shareholders, the opportunity to exit at a substantial premium to recent trading prices — if a binding transaction is ultimately agreed — represents a potentially attractive outcome after a period in which the share price had been under pressure, and the board's decision to progress the due diligence process reflects a considered assessment that this is in the best interests of shareholders.