Acquisition on track as OFX and Equals extend exclusivity to 30 October
OFX Group Limited has provided a dual update to the market, confirming that the proposed all-cash acquisition by Alakazam Holdings Bidco Limited (“Equals”), the direct owner of UK-based Equals Group Limited, continues to progress toward a binding agreement at $1.00 cash per OFX share (equity value $247 million, enterprise value $2331 million). Separately, OFX has flagged that FY27 trading conditions have proven more difficult than expected, resulting in a downgrade to its near-term growth outlook.
The original takeover proposal, announced in July 2026, represented a 108% premium to OFX’s undisturbed closing price of $0.480 and marked the first formal step in what has since evolved into the extended exclusivity and SID negotiation process now underway.
The exclusivity period has been extended to 30 October 2026 to allow Equals additional time to finalise its debt financing arrangements, while negotiations on the Scheme Implementation Deed (SID) continue.
Where the deal stands right now
Equals has confirmed to OFX that it has “substantively completed” its confirmatory due diligence. Debt financing arrangements are progressing, and the parties have made “meaningful progress” in finalising the terms of the SID.
The OFX Board has signalled its support for the proposed transaction, with Directors indicating they intend to unanimously recommend that shareholders vote in favour of the Scheme. Each Director also intends to vote all OFX shares held or controlled by them in favour. This intention is subject to three conditions:
- Equals successfully finalising its financing for the transaction on terms that provide sufficient comfort to the Board
- OFX and Equals executing a SID on terms acceptable to the OFX Board
- No superior proposal emerging, and an independent expert concluding that the Scheme is in the best interests of OFX shareholders
Importantly, this statement represents the current intention of the Directors and does not constitute a formal or final recommendation. There is no certainty that the current proposal will lead to a binding transaction or the implementation of a Scheme. Shareholders do not need to take any action at this time.
Goldman Sachs is acting as financial adviser and Allens as legal adviser to OFX on the proposed transaction.
Consideration remains $1.00 — with a small adjustment window
The proposed consideration of $1.00 cash per OFX share has been reconfirmed by Equals. The consideration may be adjusted by up to $0.04 per OFX share (up or down) based on OFX’s available cash balance on the relevant testing date. This type of cash adjustment mechanism is standard in scheme transactions and does not represent a renegotiation of the headline price.
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What is a scheme of arrangement? A quick primer for investors
A scheme of arrangement is a court-supervised process through which a company can be acquired with the approval of its shareholders and the courts. For investors less familiar with this structure, the key points are:
- Requires approval from a majority in number of shareholders representing at least 75% by value of those who vote
- If approved, all shareholders receive the consideration, including those who voted against the scheme
- An independent expert must opine that the scheme is in the best interests of shareholders
- The court must also approve the scheme before it can be implemented
In OFX’s case, the scheme structure means that if all conditions are met and approvals obtained, shareholders would receive $1.00 cash per share regardless of how they individually voted. The current exclusivity period to 30 October 2026 is designed to give Equals the time needed to lock in its debt financing, a prerequisite before the SID can be executed and the formal scheme process begins.
FY27 outlook — trading conditions softer than anticipated
FY27 Trading Update
Trading conditions in FY27 to date have been “more challenging than anticipated.” OFX no longer expects to grow Group Net Operating Income (NOI) nor Corporate Active Clients in FY27, though sequential improvement is expected in the second quarter.
This update is separate from the acquisition process and reflects OFX’s current operating environment. The key points from the FY27 update are:
- Group NOI is expected to be approximately 5% higher in Q2 FY27 compared to Q1 FY27, indicating sequential recovery
- OFX no longer expects to grow Group NOI or Corporate Active Clients in FY27, representing a guidance downgrade from prior expectations
- Growth in non-FX revenue continues, with multi-product adoption growing, a positive structural trend within the business
- The Group remains focused on disciplined cost management and continues to target positive operating leverage for FY27
- Medium-term ambitions remain unchanged, though the timing for achieving medium-term NOI growth and underlying EBITDA margin targets will depend on an improvement in trading conditions
Exclusivity timeline and next steps
The following table outlines the key milestones and obligations within the extended exclusivity period:
| Date | Milestone | Equals Obligation | Significance |
|---|---|---|---|
| 25 September 2026 | First and Second Extension Notices provided | Notices provided to OFX per Transaction Process Deed terms | Confirmed initial exclusivity extension |
| 9 October 2026 | Third Extension Notice due | Equals must reconfirm intention to progress the Scheme, no change to consideration, and no known impediment to debt financing resolution by 30 October 2026 | Gate condition for continued exclusivity |
| 23 October 2026 | Fourth Extension Notice due | Same reconfirmation requirements as Third Extension Notice | Final gate condition before exclusivity end date |
| 30 October 2026 | Exclusivity period end | Debt financing to be finalised by this date | Deadline for Equals to complete financing arrangements |
| To be confirmed | SID execution | Subject to conditions; no fixed date | Required before formal scheme process can commence |
OFX shareholders do not need to take any action at this stage. The company has committed to updating the market as the process develops. OFX has operated in global payments for over 25 years, facilitating money transfers across more than 50 currencies to over 180 countries, providing the commercial context against which this proposed transaction is being considered.
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