Key Highlights

  • Big River has entered a binding Scheme Implementation Deed with CTL (Aust) Pty Ltd for $1.62 cash per share, reduced by any fully franked Special Dividend paid before the scheme takes effect.
  • The offer is a 45.9% premium to the $1.11 closing price on 12 November 2026.
  • Shareholders representing about 59.5% of shares have said they intend to vote in favour, subject to no superior proposal and an independent expert finding that the scheme is in shareholders’ best interests.
  • Implementation is targeted for the first quarter of calendar 2027, subject to ACCC clearance, Shareholder and court approval.

Big River Industries Limited (ASX:BRI) has entered into a binding Scheme Implementation Deed with CTL (Aust) Pty Ltd for the Acquisition of all shares it does not already own. The transaction will proceed by scheme of arrangement under Part 5.1 of the Corporations Act 2001. Shareholders would receive $1.62 in cash for each share, less the cash amount of any special dividend declared or paid before the scheme becomes effective.

Consideration and Premium

The scheme consideration values Big River’s Equity at approximately $156 million, based on 96.3 million fully diluted shares. The Enterprise value is approximately $216 million, calculated on a post-AASB 16 basis including $36.6 million of leases. The company’s announcement states that the $1.62 price represents a 45.9% premium to the closing price of $1.11 on 12 November 2026, a 47.2% premium to the one-month volume-weighted average price of $1.10, and a 35.0% premium to the three-month VWAP of $1.20.

Big River may pay a fully franked special dividend of up to $0.21 per share before the scheme becomes effective. Any such dividend reduces the cash received under the scheme by the same amount, although the franking credits attached to it are not deducted. The board will set the amount based on available franking credits and cash reserves, and the company has warned that the dividend could be less than $0.21.

Board Position and Shareholder Support

The board has unanimously said the scheme is in the best interests of shareholders and recommends a vote in favour, provided there is no superior proposal and an independent expert continues to conclude that the scheme is in the best interests of non-associated shareholders. Chair Martin Monro said the board weighed the company’s Long-term Growth opportunities and the risks in delivering them against the certainty of cash value under the scheme. He noted that the company’s concentrated shareholding and limited trading Liquidity may have constrained other routes to liquidity for shareholders.

Funds managed by Anacacia Capital and NAOS Asset Management hold about 28.8% and 30.7% of shares respectively. Together they have indicated they intend to vote in favour. CTL already holds 19.9% of Big River shares. CTL is a privately owned Investment company whose sole director is Shan Kanji, and it forms part of a group of businesses associated with Mr Kanji, referred to in the announcement as the Kanji Group.

Deal Protections and Conditions

Implementation is subject to shareholder approval by the requisite majorities, Court approval, an independent expert’s finding, ACCC clearance or a waiver, the absence of a material adverse change or prescribed occurrence, and consent from counterparties to a limited number of contracts. The scheme is not subject to a financing condition. CTL has said it expects to fund the consideration from existing cash and Debt finance, supported by a commitment letter from its debt financier.

The deed includes a break fee of $1.56 million, excluding GST, payable by Big River in customary circumstances, including where it pursues a superior proposal. A reverse break fee of the same amount may be payable by CTL if Big River terminates because of a material breach by CTL. The end date is seven months after the announcement. Big River has appointed Greenstone Partners as financial adviser and Thomsons as legal adviser. CTL has appointed MA Moelis Australia and HWLE.

Next Steps for Shareholders

Shareholders need not take action at this stage. A scheme booklet, including the independent expert’s report, will be provided to the Australian Securities and Investments Commission for review before being sent to shareholders. Shareholders will then vote at a scheme meeting. The parties are targeting implementation in the first quarter of calendar 2027.

Closing Perspective

The announcement sets out a cash offer with a fixed headline price, a limited set of adjustments and a timetable tied to regulatory and court steps. The final Cash Receipt depends on any special dividend, and completion depends on approvals that have not yet been obtained. The scheme booklet and the independent expert’s report will set out the reasoning behind the board’s recommendation in more detail, and the outcome of the vote will determine whether the transaction proceeds.