Key highlights

  • G8 Education shares closed at $0.19 on 12 November 2026, up 90%, against a 0.07% fall in the S&P/ASX 200.
  • G8 confirmed a non-binding proposal from Majority Capital Partners at A$0.26 per share, a 160% premium to the 11 November close of A$0.100.
  • The company has entered a process deed giving the bidder exclusivity while it completes due diligence.

Shares in G8 Education Limited (ASX:GEM) closed at $0.19 on Thursday 12 November 2026, up 90% on the session. S&P/ASX 200 closed at 9,146.80, down 0.07%. The early learning operator announced on the same day that it had received an indicative proposal to buy 100% of its shares, and it entered a transaction process deed with the proposed buyer.

The proposal in detail

Majority Capital Partners proposed a scheme of arrangement at A$0.26 per G8 share, reduced by the cash value of any future dividends. Shareholders could elect to receive part of their consideration in shares of a new holding company, with the rest in cash. The company said the price represents a 160% premium to its last close, a 177% premium to its one-month Volume weighted average price and a 143% premium to its three-month figure. The bidder has provided bank highly confident and Equity commitment letters for the full consideration.

Process and exclusivity

The Board decided to allow confirmatory Due Diligence and talks on a potential scheme implementation deed. Majority Capital Partners has exclusivity for up to six weeks, with the first three weeks a hard period in which Fiduciary carve-outs do not apply, and an option to extend by five Business days. The company stressed the proposal will not be binding unless a scheme implementation deed or other definitive documents are signed.

Sector context

G8 operates in the childcare and early learning sector, which relies on government funding settings, staffing and occupancy. The company has framed its board decision as taking into account the interests of children and families. The ASX 200 was little changed on the day.

Risks and limitations

The proposal is non-binding and either party can walk away. Due diligence has not been completed, and the scheme consideration is partly subject to the bidder's election mechanics. The share price sits well below the proposed A$0.26 offer, which reflects the market's view of deal risk.

What to watch ahead

Investors will watch whether a scheme implementation deed is signed within the exclusivity period, the outcome of confirmatory due diligence, and any update on the share election percentage.