Key Highlights

  • G8 Education received a non-binding proposal from Majority Capital Partners at A$0.26 per share under a scheme of arrangement.
  • The offer represents a 160 percent premium to the last close of A$0.100 on 11 November 2026.
  • The process deed grants exclusivity for up to six weeks, with a hard exclusivity period for the first three weeks.
  • The proposal is not binding until a scheme implementation deed is executed, and the board has yet to recommend it.

G8 Education Limited (ASX:GEM) has received a non-binding, indicative proposal from Majority Capital Partners Pty Ltd to acquire all of its ordinary shares by way of a scheme of arrangement, according to an announcement dated 12 November 2026. The Offer Price is A$0.26 per share, less the cash amount of any dividends declared or paid after the date of the process deed. G8 has entered into a transaction process deed with the bidder, which establishes the framework for Due Diligence and negotiation of a potential binding agreement.

The proposal and the premium

The A$0.26 price represents a 160 percent premium to G8's last closing price of A$0.100 on 11 November 2026, a 177 percent premium to its one-month Volume weighted average price of A$0.094, and a 143 percent premium to its three-month volume weighted average price of A$0.107. Such a large premium to recent trading levels is the key feature of the proposal, although it reflects a share price that had already traded at low levels before the announcement.

Under the proposal, shareholders could elect to receive a percentage of their consideration in shares of a newly incorporated holding company, with the remainder paid in cash. The percentage has yet to be determined. Majority Capital Partners has provided bank highly confident and Equity commitment letters that together reflect the full consideration payable.

Process deed and exclusivity

G8 provided the bidder with limited non-public information to support a preliminary due diligence process, which led to the proposal. The board has decided to allow confirmatory due diligence and further discussions toward a binding transaction, rather than to recommend the proposal at this stage.

The process deed grants Majority Capital Partners exclusivity for up to six weeks, which may be extended by five Business days in certain circumstances. The first three weeks form a hard exclusivity period in which Fiduciary carve-outs do not apply. The deed also contains no-shop, no-talk, no due diligence, notification and matching right provisions, subject to customary carve-outs. These arrangements limit the company's ability to engage with other parties during the exclusivity window.

Conditions and uncertainty

The proposal remains subject to several conditions. These include satisfactory completion of confirmatory due diligence by the bidder, agreement of a scheme implementation deed on acceptable terms, approval of final terms by the bidder's Investment committee together with binding Debt and equity commitments, and a unanimous board recommendation in the absence of a superior proposal. The recommendation is also conditional on an independent expert concluding that the proposal is in the best interests of shareholders.

The announcement is clear that there is no certainty the proposal will lead to a definitive transaction or binding offer. The process deed itself does not oblige either party to proceed, and the proposal will not become binding unless a scheme implementation deed or other definitive documents are executed. The G8 directors have indicated they intend to recommend the scheme, but only if a binding agreement is reached on acceptable terms.

Final Word

G8 Education has moved the proposal into a defined due diligence and negotiation phase, with exclusivity granted to the bidder for a limited period. The offer price sits well above the recent trading range, yet the outcome depends on confirmatory diligence, funding, a binding agreement and an independent expert's assessment. Shareholders will be watching whether the proposal progresses to a scheme implementation deed within the exclusivity window.