Highlights

• Brookfield agreed on 16 September 2026 to buy all shares for US$3.38 cash each through a scheme of arrangement.

• The go-shop window closed on 16 October without any rival proposal, and directors concluded a superior offer is unlikely.

• FY26 net sales slipped 0.7% to US$1,305.6 million while adjusted EBITDA fell 12.8% to US$242.1 million.

• Reported profit fell to US$6.3 million after US$103.3 million of one-off items, including a US$73.8 million goodwill impairment.

The search for a better offer has come up empty. Reliance Worldwide Corporation Limited (ASX:RWC) said on 19 October 2026 that its month-long go-shop period ended without a single rival proposal, leaving Brookfield's cash bid for the plumbing products maker as the only deal on the table. Shares were trading at A$4.40 on 23 October 2026, up 0.46%.

How the Brookfield Deal Took Shape

Brookfield first approached RWC in April and May 2026 with non-binding proposals at A$4.15, A$4.25 and A$4.50 a share. After due diligence, it lifted its offer to A$4.75 in early August, and the two sides signed a process deed on 18 August, the same day RWC released its annual results.

On 16 September, RWC signed a scheme implementation deed. Brookfield would pay US$3.38 in cash per share, which the company put at about A$4.75 at the time. Shareholders can choose US or Australian dollars at implementation, and the company said the price carried premiums of about 31.5% to the last undisturbed close on 17 August and 43.0% to the six-month volume-weighted average price. Enterprise value was about US$2.9 billion.

The 19 October update restated the value at about A$4.87 per share, using the exchange rate on 16 October.

Go-Shop Ends, Board Stands Behind the Scheme

From 16 September to 16 October, RWC and its financial advisers approached strategic and financial buyers. None submitted a proposal, and the board said it does not expect a superior one to emerge.

Standard exclusivity now applies, though directors can still engage with an approach that could reasonably become superior, and Brookfield retains a right to match. The directors unanimously recommend that shareholders vote in favour, provided no superior proposal appears and the independent expert, Grant Thornton Corporate Finance, continues to find the scheme in shareholders' best interests. Each director intends to vote their own shares the same way.

The Business Behind the Offer

The FY26 results explain the backdrop. Net sales eased 0.7% to US$1,305.6 million, with underlying growth of 1.5%. Adjusted EBITDA dropped 12.8% to US$242.1 million, and the margin narrowed to 18.5% from 21.1%. Reported net profit after tax was US$6.3 million after one-off items of US$103.3 million, mainly Asia Pacific manufacturing restructuring and the goodwill impairment.

Cash generation held up. Operations produced US$263.4 million, and net debt fell US$88.2 million to US$243.4 million, or 1.11 times EBITDA. RWC declared no final dividend because of the Brookfield proposal.

Approvals and the Road to Implementation

The scheme needs shareholder approval, Court approval and a favourable independent expert conclusion. Regulatory clearances include FIRB, the ACCC, US Hart-Scott-Rodino and German and Ukrainian competition approvals. Break fees of US$25.3 million apply in each direction in certain circumstances, and the deed has an end date of 30 June 2027.

The indicative timetable calls for a scheme booklet in early November 2026, a scheme meeting in early to mid-December and implementation in late December. RWC said shareholders need take no action yet, and the dates may change.