Crimson lifts Kip McGrath takeover offer to $0.75 per share
Crimson Consulting Australia Pty Ltd, a wholly owned subsidiary of Crimson Consulting Limited (a New Zealand incorporated company), has increased its off-market takeover offer for Kip McGrath Education Centres Limited (ASX: KME) from $0.73 to $0.75 per share, according to a notice of variation dated 12 October 2026.
The Kip McGrath directors have withdrawn their earlier recommendation that shareholders reject the offer and take no action. They now unanimously recommend that shareholders accept the Revised Offer “without delay, in the absence of a superior proposal.”
For KME holders, a higher bid combined with a unanimous board recommendation marks the key shift in the takeover. The board’s position is stated in Kip McGrath’s supplementary target statement, lodged with ASIC and released to ASX on 12 October 2026, as referenced in the Crimson letters.
Jamie Beaton, Director and Group Chief Executive Officer, Crimson Consulting Australia
“Crimson Australia is pleased to advise that it has varied the Takeover Offer to increase the offer price…”
The letter to shareholders also states that Crimson Australia “encourages all Kip McGrath shareholders to accept the Takeover Offer immediately.”
| Offer Price | Before | After | Applies to | Source |
|---|---|---|---|---|
| Per Kip McGrath share | $0.73 | $0.75 | All KME Shareholders who accept, including those who have already accepted | Notice of variation, 12 October 2026 |
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What the revised offer means for shareholders
Key terms of the Revised Offer
The notice sets out the following terms:
- The Offer Price is now A$0.75 per Kip McGrath share, varied under section 650B(1)(a) of the Corporations Act.
- The increase applies to all KME Shareholders who accept, including those who have already accepted.
- Consideration is less the cash amount of any dividend in respect of which Crimson Australia is entitled to reduce the Takeover Offer consideration.
- The increased price remains subject to section 9.6(c) of the Bidder’s Statement concerning Rights, including the treatment of the KME Dividends described in section 1.1 of the Third Supplementary Bidder’s Statement.
The dividend amounts are not disclosed in the notice or the letters, so a net price per share cannot be determined from these documents.
Offer timeline
The bid has now been raised more than once, with the documents showing the following sequence:
- Bidder’s statement: 30 July 2026
- First supplementary bidder’s statement: 7 August 2026
- Second supplementary bidder’s statement: 11 September 2026 (also a notice of variation)
- Notice of variation: 7 October 2026
- Third supplementary bidder’s statement and this notice of variation: 12 October 2026
The documents provided do not state the closing date of the offer.
Performance rights holders
Crimson Australia is not making a separate offer to holders of Kip McGrath performance rights. If performance rights vest and shares are issued during the offer period, holders can accept the Takeover Offer in respect of those shares, provided they do so before the offer closes.
Holders wishing to accept in respect of resulting shares are asked to contact Crimson Australia’s share registry to request a personalised acceptance form.
Understanding takeover variations and why they matter
An off-market takeover bid is made under Chapter 6 of the Corporations Act 2001 (Cth). The bidder sends offers directly to shareholders to buy their shares on stated terms, rather than buying on the ASX market.
A notice of variation under section 650D of the Corporations Act is the formal notice a bidder gives when it changes the terms of its offers. Here, Crimson Australia gave notice that it was increasing the consideration, and the notice was lodged with ASIC on 12 October 2026.
Under the notice, the increased Offer Price applies to shareholders who have already accepted as well as those who accept later. Holders who accepted at $0.73 are therefore covered by the higher price, subject to the Rights and dividend terms noted above.
The board’s recommendation is qualified by the words “in the absence of a superior proposal.” In general terms, a superior proposal means a competing offer on better terms. The source documents do not indicate whether any such proposal exists.
Investors weighing the price against underlying fundamentals can turn to our full explainer on Kip McGrath’s FY26 annual results, which breaks down the 2.1% rise in net profit to $2.3 million, the 4.3% revenue decline and the pending dividends.
How to accept the $0.75 offer
The Crimson letter outlines three routes to accept:
- Online: Visit the Automic investor portal, click “Register” and select “Crimson Takeover Offer” from the Issuer Name dropdown. Enter the Holder Identification Number (HIN) or Securityholder Reference Number (SRN), then the postcode or country of residence (only if outside Australia). Set up a username and password, then select “Offers” from the left-hand menu and follow the prompts.
- Paper: Complete and sign the personalised Acceptance Form and return it to the address on the form before the Closing Date. An online account with the Automic Share Registry is needed to access the form.
- CHESS holdings: Holders with a HIN beginning with “X” can instruct their controlling participant (normally a broker) to accept the offer on their behalf, before the Closing Date.
Shareholders with an existing Automic account can log in and select “Offers”. Issuer sponsored holders with an existing account need to click “add holdings” and select “Crimson Takeover Offer” first.
Questions can be directed to the Offer Information Line on 1300 109 769 (within Australia) or +61 2 8072 1443 (international), Monday to Friday, between 8:30 am and 7:00 pm Melbourne time. Email enquiries can be sent to corporate.actions@automicgroup.com.au.
The Third Supplementary Bidder’s Statement is accessible via the Kip McGrath ASX market announcements page.
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