Highlights:

  • The $5.20 per share total consideration comprises Scheme Consideration of $4.80, an Interim Dividend of $0.0535 and a Special Dividend of $0.3465, implying an enterprise value of approximately $11.7 billion and a 27.8% premium to Qube's closing price on 21 November 2025.
  • Independent expert Grant Samuel concluded the scheme is fair and reasonable and in the best interests of Qube shareholders other than UniSuper, with the Qube Board unanimously recommending a vote in favour in the absence of a superior proposal.
  • Outstanding regulatory conditions include ACCC clearance (statutory deadline 19 June 2026), FIRB approval and New Zealand OIO consent, prompting the Second Court Hearing to be rescheduled from 18 June to 7 July 2026.

 

Qube Holdings Limited (ASX:QUB) traded at AUD 5.06 on 16 June 2026, up 0.40%, as the company convened its Scheme Meetings pursuant to orders of the Supreme Court of New South Wales made on 23 April 2026. Shareholders were asked to vote on a proposed scheme of arrangement under which Rubik Australia Pty Ltd, a vehicle associated with Macquarie Asset Management, has agreed to acquire 100% of the issued shares in Qube at a total consideration of $5.20 cash per share. The meetings represent the culmination of a corporate process that began with an unsolicited, lower-value approach from MAM in late 2025.

How the Scheme Developed

The transaction's origins trace to November 2025, when Qube and MAM entered into a Process Deed following an unsolicited non-binding indicative proposal. MAM was granted a period of exclusive due diligence access until 1 February 2026 at an undisclosed lower price, following which Qube's board negotiated a meaningfully improved proposal. On 16 February 2026, Qube entered into a Scheme Implementation Deed with Rubik Australia Pty Ltd at $5.20 cash per share less any dividends declared or paid after that date.

The company has since declared an Interim Dividend of $0.0535 per share for the six-month period to 31 December 2025 and announced a Special Dividend of $0.3465 per share, payable following the scheme becoming effective. The Special Dividend is intended to be fully franked, adding potential additional value of up to approximately $0.17 per share in franking credits for eligible shareholders who hold shares on both dividend record dates. The total payment of $5.20 represents the sum of the $4.80 Scheme Consideration and both dividends.

Premium Analysis and Expert Conclusion

The $5.20 total payment represents a 27.8% premium to Qube's closing price on 21 November 2025 — the day before the initial MAM approach was first reflected in market activity — and a 24.0% premium to the volume-weighted average price for the period since Qube's FY25 results announcement on 20 February 2025. When adjusting Qube's pre-announcement share price to remove the value attributable to its 50% shareholding in Patrick Terminals, the implied premium on the operating business rises to 45.0%. The enterprise value of approximately $11.7 billion represents an enterprise value to last twelve months EBITDA multiple of approximately 14.5 times.

Grant Samuel, appointed as Independent Expert by the Qube Directors, concluded that the scheme is fair and reasonable and therefore in the best interests of Qube shareholders other than UniSuper in the absence of a superior proposal. The Independent Expert's full report is annexed to the Scheme Booklet released on 23 April 2026. Chairman John Bevan confirmed at the scheme meeting that no superior proposal had emerged as at the meeting date.

UniSuper's Separate Treatment

UniSuper, which holds approximately 15% of Qube's issued shares, is receiving different consideration under the scheme and therefore was not eligible to vote at the General Scheme Meeting. A separate UniSuper Scheme Meeting was convened immediately following the General Scheme Meeting. Qube received a proxy vote from UniSuper ahead of its separate meeting indicating an intention to vote all shares in favour of the scheme. The rationale for UniSuper's separate treatment relates to its status as a substantial shareholder receiving structurally different consideration, a feature that required separate court-ordered meeting processes.

Regulatory Conditions and Timeline

As at the date of the scheme meetings, Rubik had received authorisation from the Papua New Guinea Independent Consumer and Competition Commission but three significant approvals remain outstanding: the Australian Competition and Consumer Commission, the Foreign Investment Review Board and the New Zealand Overseas Investment Office. The ACCC statutory deadline under phase 1 assessment was 19 June 2026 and the OIO statutory deadline is in early July 2026. To allow sufficient time for these conditions to be satisfied, the Second Court Hearing has been rescheduled from 18 June 2026 to 7 July 2026.

If all conditions are satisfied and Court approval is granted on 7 July 2026, the effective date and last trading day in Qube shares on the ASX is expected to be that same date. The Special Dividend record date is indicatively 14 July 2026 with payment expected 23 July 2026. The scheme implementation date, on which shareholders other than UniSuper receive the $4.80 scheme consideration, is expected to be 14 August 2026.

Qube's History and Scale

The transaction values a business that has grown from approximately 150 employees and 30 sites at its founding in 2006 to more than 10,000 employees across over 200 locations today, with operations spanning Australia, New Zealand and the Asia-Pacific region. Qube is one of Australia's largest integrated logistics solutions providers, with operations in ports, bulk handling and supply chain management. The Chairman's address at the scheme meeting acknowledged this growth trajectory and framed the $5.20 total consideration as recognition of the value created over the company's nearly two-decade listed history.

Conclusion

The Qube scheme meetings mark the decisive shareholder voting stage of a complex corporate transaction that, if approved by regulators and the Court, will see one of Australia's leading logistics businesses transition to private ownership under Macquarie Asset Management. The 45% premium to the adjusted pre-announcement price and the independent expert's fair and reasonable conclusion represent substantive support for the board's recommendation. The outstanding ACCC and FIRB conditions are the primary remaining variables between the current stage and the 7 July Second Court Hearing.