Key Highlights

  • Big River Industries signed a binding Scheme Implementation Deed with CTL (Aust) Pty Ltd on 13 November 2026.
  • The scheme offers $1.62 cash per share, less any fully franked special dividend, a 45.9% premium to the 12 November closing price of $1.11.
  • Completion remains subject to ACCC clearance, Shareholder and court approval, with implementation targeted for the first quarter of 2027.

During the Trading session on 13 November 2026, Big River Industries Ltd (ASX:BRI) shares were trading at $1.56, up 40.09%, while the broader market moved lower, with the S&P/ASX 200 down 0.73% or 67.10 points at 9,079.70 at 12:39 pm AEDT. The jump followed the company's announcement, dated the same day, that it had entered a binding Scheme Implementation Deed with CTL (Aust) Pty Ltd. Big River is a Grafton-based Business with timber operations and long-standing industrial interests across Australia and New Zealand. Under the agreement, CTL would acquire all Big River shares it does not already own by way of a scheme of arrangement.

Terms of the CTL scheme

Shareholders would receive $1.62 in cash for each share, reduced by the cash amount of any fully franked Special Dividend declared or paid before the scheme becomes effective. Big River said the consideration represents a 45.9% premium to the closing share price of $1.11 on 12 November and a 47.2% premium to the one-month volume-weighted average price of $1.10. The company noted the special dividend could be less than 21 cents per share. CTL is a privately owned Investment company whose sole director is Shan Kanji, and it was set up as a special purpose vehicle to acquire an interest in Big River.

Board and major shareholder backing

The Big River board said it unanimously considers the scheme to be in the best interests of shareholders, subject to the absence of a superior proposal and a favourable independent expert's opinion. Two of the company's largest shareholders, funds managed by Anacacia Capital and NAOS Asset Management, together control about 59.5% of shares outstanding. Both have informed the company they intend to vote their shares in favour of the scheme. The deal follows a series of unsolicited, non-binding indicative proposals from CTL and a period of exclusivity during which CTL completed confirmatory due diligence.

Sector context

Timber businesses in New South Wales depend heavily on long-term wood Supply arrangements with state forestry bodies. Big River's filings refer to such contracts with the Forestry Corporation of New South Wales, which set out supply volumes and pricing over multiple years. Across the sector, Earnings are typically influenced by log availability, freight and energy costs, and Demand from the building and construction market. Industrial businesses with Manufacturing and distribution footprints across two countries are also exposed to currency and trade conditions.

Risks investors are watching

The transaction is not yet complete. It requires Merger clearance from the ACCC, approval by shareholders and the Court, and the satisfaction of other customary conditions. If the scheme does not proceed, the share price may not be sustained at the level reached on the day. The cash value received could also move if the board declares a special dividend before implementation, because that amount is deducted from the offer price. Timing risk is also present, as delays in regulatory or court processes could push implementation beyond the current target.

What to watch ahead

The next milestone is the scheme booklet, which will include the independent expert's report and the notice of meeting for the shareholder vote. Market Participants will also look for any update on the size of the special dividend, feedback from the ACCC, and the court timetable. The parties are targeting implementation in the first quarter of calendar 2027, subject to satisfaction of the conditions.

Final Word

The agreement sets out a defined cash price and a timetable for Big River shareholders, with the transaction moving toward a formal vote. How the scheme progresses will depend on the regulatory and shareholder approvals still to come, along with the final dividend position.