G8 Education enters Process Deed with Majority Capital Partners on A$0.26 per share proposal
G8 Education (ASX: GEM) said on 12 November 2026 that it has received a non-binding, indicative proposal from Majority Capital Partners Pty Ltd to acquire 100% of its ordinary shares by way of a scheme of arrangement. The company has also entered into a transaction process deed (the “Process Deed”) with Majority Capital Partners.
The proposal values each G8 share at A$0.26, less the cash amount of any future dividends declared or paid by G8 after the date of the Process Deed. That represents a 160% premium to the last closing price of A$0.100 on 11 November 2026.
The proposal remains non-binding and indicative. G8 shareholders do not need to take any action at this time.
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A 160% premium: how the A$0.26 offer stacks up
The offer price is also set against two volume weighted average prices (VWAP) up to 11 November 2026. A VWAP is the average share price over a period, weighted by the number of shares traded at each price.
| Benchmark | Reference price | Premium |
|---|---|---|
| Last close, 11 November 2026 | A$0.100 | 160% |
| 1-month VWAP to 11 November 2026 | A$0.094 | 177% |
| 3-month VWAP to 11 November 2026 | A$0.107 | 143% |
Scrip and cash election
Under the terms of the proposal, G8 shareholders would have the opportunity to elect to receive a percentage (to be determined) of their scheme consideration in shares in a newly incorporated holding company of the entity that would acquire the G8 shares. The remainder would be payable in cash.
Funding
Majority Capital Partners has received a combination of bank highly confident and equity commitment letters. Together, these reflect the full consideration payable under the proposal.
Board response and exclusivity terms
Over recent weeks, G8 provided Majority Capital Partners with limited non-public information to facilitate a preliminary due diligence process, which resulted in the proposal. The Board then considered the proposal, taking into account the interests of children and families and in consultation with its advisers.
It determined that it is in the best interests of G8 shareholders to give Majority Capital Partners the opportunity to undertake confirmatory due diligence and to progress discussions on a potential binding transaction. G8 has appointed Barrenjoey as financial adviser and Allens as legal adviser to assist in assessing the proposal.
Key terms of the Process Deed include:
- Exclusivity for up to six weeks while Majority Capital Partners undertakes confirmatory due diligence and the parties negotiate the terms of a potential Scheme Implementation Deed (“SID”).
- A possible extension of five business days if, within the last three business days of the period, Majority Capital Partners confirms in writing that it has completed its due diligence in all material respects and is willing to proceed on the terms of the proposal, subject only to completion of negotiations and execution of the SID.
- Customary exclusivity arrangements, including no shop, no talk, no due diligence, notification and matching right provisions, subject to customary fiduciary carve-outs.
- A hard exclusivity period covering the first three weeks, during which the fiduciary carve-outs do not apply.
The Process Deed does not oblige either party to proceed with the proposal. The proposal will not become binding unless and until a SID or other definitive transaction documents are executed.
What a scheme of arrangement means for GEM shareholders
A scheme of arrangement is a process under which a company’s shareholders vote on a proposal for another party to acquire all of the company’s shares. If approved, the acquisition applies to all shareholders.
A SID is the agreement that would set out the terms on which a scheme is implemented. An independent expert is engaged to assess whether the proposal is in the best interests of shareholders, and here that conclusion is tied to the Board’s recommendation.
Conditions and directors’ intentions
The proposal and entry into any binding SID remain subject to a number of conditions, including:
- Satisfactory completion of confirmatory due diligence by Majority Capital Partners.
- Entry into a SID on terms and conditions acceptable to G8 and Majority Capital Partners.
- Approval by Majority Capital Partners’ investment committee of the final transaction terms and documentation, along with binding debt and equity commitments.
- A unanimous recommendation from the G8 Board that shareholders vote in favour of the proposal, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the proposal is in the best interests of G8 shareholders.
The G8 directors have confirmed that they intend to unanimously recommend that shareholders vote in favour of the scheme of arrangement. They also intend to vote, or procure the voting of, any ordinary shares in G8 that they own or control in favour, in the absence of a superior proposal and subject to the independent expert conclusion.
That intention is subject to entry into a binding SID on acceptable terms, including that the consideration per G8 share is equal to or greater than the proposal price.
There is no certainty that the proposal will lead to a definitive transaction or binding offer being made by Majority Capital Partners. The Board will advise shareholders of material developments in due course.
What happens next for G8 shareholders
The announcement points to the following steps:
- Majority Capital Partners undertakes confirmatory due diligence during the exclusivity period of up to six weeks, which may be extended by five business days on the conditions described above.
- The first three weeks of exclusivity form the hard exclusivity period.
- G8 and Majority Capital Partners negotiate a potential SID.
- The Board advises shareholders of material developments, with timing not stated in the announcement.
About Majority Capital Partners
Majority Capital Partners is an Australian investment manager based in Melbourne. It takes concentrated, long-term positions in Australian companies.
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