BSA proposes acquisition of aerial infrastructure tech business Eonetics
BSA Limited (ASX: BSA) has announced it is in advanced discussions to acquire 100% of the issued capital in Eonetics Pty Ltd, an Australian-developed aerial infrastructure technology business with proprietary tethered-drone, software and remote infrastructure capabilities. Eonetics serves end-markets spanning telecommunications, defence-adjacent, emergency response, public safety and AI-enabled infrastructure applications.
Most Sellers have executed the Share Purchase Agreement, however one seller, CCGF Ventures – FZCO (CCGF), has not yet signed. Completion is therefore not certain, and BSA has cautioned investors that an investment decision should not be made on the basis of the proposed acquisition proceeding. No capital raising is associated with the transaction, with BSA retaining approximately $16.8 million cash as at 30 June 2026. Completion is anticipated shortly after the 2026 annual general meeting, with a general meeting expected in November 2026.
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Q&A — what is Eonetics and why does it matter?
A tethered-drone infrastructure business deploys unmanned aerial vehicles that remain physically connected to a ground station via a tether cable. This cable supplies continuous power and data, allowing the drone to stay airborne for extended periods without battery limitations. The result is persistent aerial coverage for monitoring, connectivity and surveillance.
Eonetics applies this capability across several commercially relevant sectors, including telecommunications, defence-adjacent, emergency response, public safety and AI-enabled infrastructure applications.
For BSA, which operates a national field workforce focused on ground-based infrastructure installation and maintenance, Eonetics is intended to add an aerial and remote monitoring layer. The combination is positioned to extend BSA’s service offering across the full infrastructure lifecycle, from deployment through to ongoing monitoring.
Transaction structure and consideration
The proposed acquisition is structured entirely as a scrip transaction, with no cash changing hands. Consideration comprises three components:
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Consideration Shares: 50,000,000 BSA ordinary shares at a deemed issue price of $0.35 each. Of these, 20,000,000 shares are subject to 12-month voluntary escrow from Completion, 20,000,000 shares are subject to 18-month voluntary escrow from Completion, and the remaining 10,000,000 shares are not subject to escrow.
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Unlisted Options: 24,500,000 unlisted options expiring three years from issue, comprising 4,000,000 options at $0.40, 4,000,000 at $0.45, 9,000,000 at $0.50, 5,000,000 at $0.75 and 2,500,000 at $1.00.
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Performance Shares: 30,000,000 performance shares expiring three years from issue, vesting in three tranches upon Eonetics achieving aggregate sales revenue milestones during the period 1 January 2027 to 31 December 2029.
The performance share vesting schedule is summarised below:
| Tranche | Performance Shares | Revenue Milestone | Vesting Period | Expiry |
|---|---|---|---|---|
| 1 | 15,000,000 | $5 million aggregate sales revenue | 1 Jan 2027 – 31 Dec 2029 | Three years from issue |
| 2 | 10,000,000 | $7.5 million aggregate sales revenue | 1 Jan 2027 – 31 Dec 2029 | Three years from issue |
| 3 | 5,000,000 | $10 million aggregate sales revenue | 1 Jan 2027 – 31 Dec 2029 | Three years from issue |
Revenue may be aggregated across the specified financial years, and revenue counted towards an earlier milestone also counts towards each subsequent milestone. Any performance shares that have not converted by the date that is three months after the end of the Conversion Condition Period will convert into a single BSA share in aggregate.
Customary anti-dilution mechanics apply in favour of the Sellers between SPA execution and Completion. No Seller is expected to hold more than 19.9% of BSA’s issued capital post-completion. On Completion, and assuming no other changes to BSA’s capital structure, BSA will have 125,300,261 ordinary shares on issue, with Sellers holding approximately 39.9%.
Strategic rationale — building an integrated infrastructure and technology platform
Broadening BSA’s service offering
The proposed acquisition is intended to combine BSA’s national field workforce and established telecommunications infrastructure relationships with Eonetics’ proprietary aerial technology and international customer and partner network spanning the United States, Europe and allied-country governments. BSA’s existing customer base includes telecommunications providers, utilities and government bodies, and the combination is expected to expand BSA’s access to Tier 1 and Tier 2 telecommunications customers, which the company believes presents cross-selling opportunities alongside Eonetics’ complementary capabilities across inspection, surveillance and connectivity solutions.
BSA’s Foxtel sole-supplier contract, extended through to October 2029 with options to 2031, anchors the recurring revenue base from which the company is now attempting to layer in higher-margin technology and aerial monitoring services.
Access to recurring revenue streams
BSA has indicated the combination is expected to support a strategic shift toward recurring technology, software and service revenues, alongside the group’s existing project-based income. The company has cited the convergence of telecommunications infrastructure, autonomous aerial systems, critical-infrastructure monitoring and AI-enabled field operations as key themes underpinning this opportunity, with potential to develop revenues across both Australian and international markets.
Board and governance
BSA’s name and board control are proposed to remain unchanged. From Completion, the Sellers will be entitled to nominate one non-executive director to the BSA Board. That nomination right continues until the Sellers hold, in aggregate, a relevant interest of less than 10% of BSA’s shares (on an undiluted basis) for more than 10 consecutive days.
Conditions and next steps
Completion of the proposed acquisition remains subject to a number of conditions precedent, including:
- CCGF executing the Share Purchase Agreement.
- BSA being satisfied with the outcome of its confirmatory legal due diligence within 7 business days of SPA execution (this condition will be taken as waived if not notified within that period).
- BSA obtaining all required shareholder and regulatory approvals under the ASX Listing Rules and the Corporations Act 2001 (Cth), including Listing Rule 7.1 approval for the issue of Consideration Securities and a special resolution to amend BSA’s constitution to create performance shares as a new class of shares.
- Each Seller entering into a voluntary restriction agreement in respect of its escrowed Consideration Shares.
- BSA inviting certain Eonetics employees to apply for an aggregate of 3,000,000 performance rights (subject to various vesting conditions including Eonetics achieving revenue milestones and BSA share price hurdles) under BSA’s employee securities incentive plan, subject to any necessary shareholder approvals.
- All required third-party consents and approvals being obtained.
If these conditions are not satisfied or waived by the date that is 90 days after SPA execution (or such later date as agreed by the parties), the parties may terminate the Share Purchase Agreement.
BSA expects to despatch the notice of meeting for a general meeting in November 2026, with Completion anticipated shortly thereafter, subject to satisfaction of all conditions. No capital raising is proposed in connection with the transaction, and BSA’s balance sheet retains approximately $16.8 million cash as at 30 June 2026. Further details, including the outcome of shareholder approval processes, will be announced to the market in due course.
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