Highlights

  • SHAPE Australia has agreed to acquire Australian Professional Shopfitters for upfront consideration of AUD 20.4 million (implying 3.8 times future maintainable EBITDA of AUD 5.3 million), plus up to AUD 9.0 million in contingent consideration, capped at AUD 29.4 million total.
  • APS delivered FY25 Revenue of AUD 32.5 million, with approximately 80% of projects valued below AUD 500,000, providing SHAPE with exposure to highly repeatable, programme-based multi-site retail rollout work.
  • SHA shares were trading at AUD 7.04 on 28 May 2026, down 0.71%, with the Acquisition expected to deliver normalised EPS accretion of approximately 5-7% in SHAPE's first full year of ownership.

 

SHAPE Australia Corporation (ASX:SHA) shares were trading at AUD 7.04 on 28 May 2026, a decline of AUD 0.05 or 0.71% on the day of the acquisition announcement. The modest intraday retreat is within normal trading range for an acquisition announcement at this consideration size, and does not suggest material market concern about the strategic or financial merits of the transaction. At AUD 7.04, SHAPE is a mid-cap construction and fitout services company with a diverse sector footprint and a stated strategy of growing through acquisitions that enhance its capability and exposure to repeatable work streams.

The APS Business — What SHAPE Is Acquiring

Australian Professional Shopfitters, established in 1998, is a vertically integrated retail shopfitting business specialising in the design, manufacture and delivery of shopfitting solutions for multi-site retailers across Australia. The business delivers end-to-end project capabilities across the full shopfitting lifecycle: in-house drafting, Manufacturing and procurement, logistics, project management, and installation coordination. This integration across the delivery chain supports the efficient execution of repeatable retail rollout programs at scale.

APS operates from a 5,000-square-metre manufacturing Facility in Melbourne, with meaningful spare capacity that SHAPE describes as a platform for future growth. The business has also developed a well-established offshore procurement capability over more than 20 years. Approximately 80% of APS projects are valued at less than AUD 500,000, reflecting the business's concentration in highly repeatable, programme-based retail rollout work — precisely the segment SHAPE has identified as strategically attractive for its Diversification agenda.

Financial Profile and Transaction Structure

APS delivered FY25 revenue of AUD 32.5 million and is expected to generate future maintainable EBITDA of approximately AUD 5.3 million. The upfront consideration of AUD 20.4 million implies a multiple of approximately 3.8 times future maintainable EBITDA — a pricing level that SHAPE has characterised as compelling given the business's margins, Recurring Revenue profile, and strategic fit.

The consideration structure combines AUD 17.4 million in cash with AUD 3.0 million in SHAPE scrip (396,228 shares at a 10-day VWAP of AUD 7.5714, subject to a 12-month Escrow), on a cash-free, Debt-free basis with a net Working Capital adjustment at completion. Contingent consideration of up to AUD 9.0 million is payable over two years, structured 50% in cash and 50% in SHAPE shares, linked to EBITDA performance hurdles for FY27 and FY28. Maximum total consideration is capped at AUD 29.4 million. The transaction is subject to ACCC Merger clearance, material Lease change-of-control consents, and customary conditions precedent, with completion anticipated around 1 July 2026.

Strategic Rationale

The acquisition is framed within SHAPE's stated strategy of diversifying capability and increasing exposure to repeatable, programme-based work. APS complements SHAPE's recently acquired Arden Fitout and Maintenance business: together, SHAPE, APS and Arden will provide a retail offering spanning flagship store delivery, national rollout programmes, upgrades, refurbishments, and ongoing maintenance services. The vertical integration element — APS's manufacturing capability and offshore procurement platform — is described by CEO Peter Marix-Evans as a long-term capability play with applications beyond retail, applicable to SHAPE's broader sector footprint across commercial, defence, education, health, hotels and hospitality.

The EPS accretion profile is meaningful: normalised EPS accretion of approximately 5-7% is expected in SHAPE's first full year of ownership. The acquisition is also described as margins-additive to SHAPE's current profile, reflecting APS's higher-Margin manufacturing and programme-delivery model relative to SHAPE's base business.

Outlook

APS's experienced Leadership team will continue to manage day-to-day operations for a minimum two-year period post-completion, providing continuity through integration. With completion targeted for around 1 July 2026, SHAPE expects APS to contribute to the group's results from early FY27. The near-term focus will be on satisfying the conditions precedent, executing the integration alongside Arden, and realising the manufacturing and procurement synergies identified in the strategic rationale.