OFX Group (ASX: OFX) has entered into a Transaction Process Deed with Alakazam Holdings Bidco Limited (Equals), the direct owner of UK-based international payments company Equals Group Limited, regarding an all-cash acquisition of 100% of the issued share capital of OFX.
The deal offers OFX shareholders $1.00 cash per share, valuing the company at approximately $247 million Equity Value and $233 million Enterprise Value. That represents a 108% premium to OFX’s undisturbed closing price of $0.480 on 4 February 2026, the day before its Strategic Review was announced.
The Transaction Process Deed follows the Strategic Review announced on 5 February 2026. The OFX Board intends to unanimously recommend the transaction, subject to several conditions. On the same day, OFX also delivered a 1Q FY27 trading update.
The offer on the table: $1.00 cash and a 108% premium
Under the proposed terms, if a Scheme Implementation Deed (SID) is entered into and the Scheme is subsequently implemented, Equals would complete an all-cash acquisition of 100% of the issued share capital, with each OFX shareholder receiving $1.00 in cash for every share held on the record date.
The Consideration may be subject to an adjustment of up to $0.04 per share (up or down), based on OFX’s available cash balance closer to the time of implementation. The proposed offer implies a valuation multiple of 9.2x EV/EBITDA (FY26).
OFX FY26 results revealed an 8.5% NOI decline and a 56.4% fall in underlying EBITDA as transformation costs weighed on earnings, providing the baseline against which the 9.2x EV/EBITDA acquisition multiple is applied.
| Metric | Value |
|---|---|
| Cash consideration | $1.00 per share |
| Equity Value | ~$247 million |
| Enterprise Value | ~$233 million |
| Premium to undisturbed close ($0.480, 4 Feb 2026) | 108% |
| Premium to close ($0.475, 22 Jul 2026) | 111% |
| Premium to 3-month VWAP ($0.550) | 82% |
| Implied multiple | 9.2x EV/EBITDA (FY26) |
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What still needs to happen before it becomes binding
The current agreement is a Transaction Process Deed, not yet a binding Scheme Implementation Deed. It provides an agreed pathway to executing a SID, but that pathway remains conditional.
Entry into a SID is conditional on the following pre-conditions being satisfied:
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Equals finalising confirmatory due diligence (which the company has informed OFX is substantively complete).
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Equals entering into debt financing arrangements (Equals has advised it is working with a specialist adviser and a group of lenders, and expects to complete financing in the coming weeks).
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Both Equals and OFX obtaining internal approvals.
OFX has granted Equals a 4-week exclusivity period, which may be extended by a further 4 weeks. The initial exclusivity period is scheduled to end on 19 August 2026, with provisions allowing extensions to 2 September 2026 and potentially into September under the deed’s terms.
The Board recommendation remains conditional. At this stage, the Directors intend to unanimously recommend that shareholders vote in favour of the Scheme, subject to four qualifications: Equals successfully finalising its financing on terms providing sufficient comfort to the Board; both parties agreeing and executing a SID on acceptable terms; no superior proposal emerging for OFX; and the Independent Expert concluding, and continuing to conclude, that the Scheme is in the best interests of shareholders.
OFX shareholders do not need to take any action at this stage. Goldman Sachs is acting as financial adviser and Allens as legal adviser to OFX in relation to the proposed transaction.
Understanding a scheme of arrangement
The deed includes “no shop / no talk / matching right” provisions and an Independent Expert requirement. A Superior Proposal, in plain terms, is a genuine written rival offer the Board considers reasonably capable of completion and more favourable to shareholders than the existing proposal.
For investors, this framework provides a clear, regulated path to crystallise value at a substantial premium, while leaving room for a higher rival bid to emerge should one materialise.
1Q FY27 trading update: signs of a return to growth
Alongside the takeover news, OFX reported a 1Q FY27 trading update that management framed as evidence its OFX 2.0 transition is progressing. Net Operating Income (NOI) reached $43.9m, up 1.0% on 4Q26 but down 20.0% against what the company described as a strong prior corresponding period (PCP).
Results improved through the quarter, with June showing healthier trading levels. Management noted business confidence remains subdued given the interest rate outlook and geopolitical uncertainty.
Highlights of the OFX 2.0 transition during the quarter included:
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New Client Platform (NCP) now live in all Corporate segment markets, following launches in New Zealand and Singapore during the quarter.
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Corporate New Transacting Client (NTC) growth (excluding OLS) of 16.5% v 4Q26 and up 13.0% PCP.
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Non-FX revenue up 24.4% v 4Q26 and up 195.3% PCP, driven by Cards, Pay by Card and Subscriptions.
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Multi-product adoption now approximately 10.1% of Corporate active clients on the NCP, up 1.7 percentage points on 4Q26.
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Interest income of $2.4m, up 18.7% v 4Q26.
By segment, High Value Consumer revenue was $12.9m, down 7.7% on 4Q26 but improving from April through June as some higher-value transactions returned. Enterprise revenue was $4.1m, up 94.5% v 4Q26 and up 33.7% PCP, supported by newer partners off a seasonally lower quarter.
CEO Commentary
“We’ve had an encouraging start to FY27 with trading growing steadily through 1Q, particularly in our Corporate and Enterprise segments, and continuing growth in multi-product adoption in our Corporate segment, and Non-FX revenue continued to grow well, up 195.3% on PCP with a strong increase in Corporate card revenue,” said Skander Malcolm, CEO and Managing Director of OFX.
“The performance across our segments to date this year, as well as the positive momentum in non-FX revenue supports a return to growth in Group NOI for FY27,” said Skander Malcolm, CEO and Managing Director of OFX.
Balance sheet strength behind the numbers
The Group’s balance sheet remained healthy, supported by cash conversion and generation. Net Cash Held was $67.2m, down $4.4m on 4Q26, reflecting short-term incentive payouts during the quarter. Net Available Cash totalled $49.3m, down $0.3m.
Client wallet balances stood at $203.3m at the end of June, down from $232.9m at the end of 4Q26 due to a single large client outflow that was expected. Excluding that single client, wallet balances grew 30.4% on 4Q26.
Cash conversion is directly relevant to shareholders here, given the potential ±$0.04 per share adjustment to the offer price tied to OFX’s available cash balance near implementation.
What it means for OFX shareholders
The proposed $1.00 per share offer presents shareholders with an opportunity to crystallise value at a 108% premium to the undisturbed price, weighed against an organic turnaround that remains in its early innings.
It is important to note the transaction is not yet binding. Entry into a SID remains subject to conditions, and there is no certainty the current proposal will lead to a binding transaction or the implementation of a Scheme. A Superior Proposal could also emerge during the exclusivity period.
Key timeline considerations include:
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Exclusivity period running to 19 August 2026, extendable to 2 September 2026 and potentially later into September under the deed.
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A SID expected within weeks if Equals completes its debt financing arrangements.
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A shareholder vote and Independent Expert report to follow, should a SID be signed.
The decision facing shareholders balances the certainty of a substantial cash premium against the operational momentum evident in the 1Q FY27 update, with the Board’s formal recommendation still conditional on the outstanding pre-conditions being met.
For readers wanting to assess the organic growth case in more depth before weighing it against the acquisition premium, our detailed coverage of OFX Group’s FY26 full-year results walks through the earnings decline, the strategic review’s progression into Phase 2, and management’s medium-term targets of 15%+ NOI growth and a 30% EBITDA margin.
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