Perpetual receives higher takeover bid from EQT at $22.07 per share
Perpetual Limited (ASX:PPT) has this evening received a revised non-binding, conditional and indicative proposal from Windflower Pte. Limited, an entity the company understands is indirectly controlled by EQT AB, to acquire 100% of Perpetual shares by way of a scheme of arrangement.
The revised proposal is pitched at A$22.07 per Perpetual share, a 2% increase on EQT AB’s original non-binding and indicative proposal of A$21.64, which was the subject of Perpetual’s announcement on 1 July 2026.
EQT’s original proposal of A$21.64 per share was rejected by the Perpetual Board on 1 July 2026, with directors citing both excessive conditionality and inadequate pricing as grounds for dismissal.
The company has stressed that the proposal remains non-binding and indicative. There is no certainty it will result in a binding offer or that any transaction will eventuate. Shareholders do not need to take any action at this time.
The revised bid at a glance
The key facts disclosed in the announcement of 15 July 2026 are as follows:
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Bidder: Windflower Pte. Limited, understood to be indirectly controlled by EQT AB
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Structure: scheme of arrangement for 100% of shares
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Revised price: A$22.07 per share
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Original price (1 July 2026): A$21.64 per share
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Increase: 2%
| Proposal | Date | Price per Share | Nature |
|---|---|---|---|
| Original Proposal | 1 July 2026 | A$21.64 | Non-binding, indicative |
| Revised Proposal | 15 July 2026 | A$22.07 | Non-binding, conditional, indicative |
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The conditions attached to the proposal
The revised proposal is subject to numerous conditions, a point Perpetual has been explicit about. These conditions underline that the approach remains preliminary rather than a firm commitment to proceed.
The disclosed conditions include:
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Completion of the sale of Perpetual’s Wealth Management business to Bain Capital
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Satisfactory completion of due diligence
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Negotiation and execution of binding transaction documentation
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Regulatory approvals
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Other customary conditions
Perpetual noted an unusual feature of the approach. EQT AB stated that the revised proposal itself would be regarded as being automatically withdrawn if it is disclosed. Despite this statement, Perpetual considered it appropriate to inform shareholders of its receipt.
The Perpetual Board is considering the proposal with the assistance of its financial and legal advisers. There is no certainty that the proposal will result in a binding offer or that any transaction will eventuate.
What a scheme of arrangement means for investors
A scheme of arrangement is a court-approved mechanism used to acquire a company. It typically requires approval from a specified majority of shareholders as well as the court, and it differs from an on-market takeover where a bidder buys shares directly.
The description non-binding and indicative signals that this is a preliminary expression of interest, not a firm or enforceable offer. A bidder can walk away, and terms can change or fall over entirely before anything is committed.
Why does this matter here? Multiple conditions, including the completion of the Bain Capital Wealth Management sale, must be satisfied before any binding transaction could take shape. The presence of these conditions means completion should not be assumed.
Perpetual’s strategy and diversified earnings
The Perpetual Board has stated it remains confident in executing its existing strategy, independent of the proposal. Management pointed to several areas of focus:
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Its ongoing simplification programme
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The value of its diversified earnings profile, provided by the Corporate Trust and Asset Management businesses
The Corporate Trust and Asset Management businesses generated the earnings momentum that underpins the board’s confidence in its standalone strategy, with Corporate Trust administering $1.31 trillion in Funds Under Administration and the group posting 12% underlying profit growth to $112.7 million in 1H26.
- The execution of the sale of Wealth Management
The scale of what EQT AB is bidding for is considerable. Perpetual operates as a global financial services firm running a multi-boutique asset management business alongside wealth management and trustee services.
Its asset management boutiques include the Perpetual, Pendal, Barrow Hanley, J O Hambro, Trillium and TSW brands, as well as the Regnan brand. The group also operates a wealth management arm servicing high-net-worth clients, not-for-profits and private businesses, and a corporate trust business serving managed funds and the debt market.
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What happens next
The Board is currently considering the proposal with its financial and legal advisers. As disclosed, the next steps remain limited and no firm outcome is assured.
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There is no certainty of a binding offer or a completed transaction.
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Shareholders do not need to take any action at this time.
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Perpetual will continue to keep the market informed in accordance with its continuous disclosure obligations.
The announcement was authorised for release by the Chairman of Perpetual Limited.
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