Advanced Innergy Locks in Exclusive Window to Buy Matrix at 40c Per Share
Matrix Composites & Engineering (ASX: MCE) has entered into an exclusivity deed with Advanced Innergy Holdings (AIH) following the non-binding indicative proposal announced on 30 March 2026. Under the Matrix Composites AIH Exclusivity Deed, AIH has been granted exclusive access to conduct due diligence until 28 April 2026 while the parties negotiate a binding scheme implementation agreement for the proposed acquisition at $0.40 per share in cash.
The exclusivity deed, executed on 6 April 2026, formalises the framework under which AIH may assess Matrix’s operations and negotiate the definitive agreement. This follows AIH’s non-binding indicative offer dated 27 March 2026 to acquire all issued shares in Matrix.
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What is an exclusivity deed and why it matters for shareholders
An exclusivity deed is a standard mechanism in mergers and acquisitions transactions that grants a potential acquirer a defined window to complete due diligence and negotiate binding terms without competition from rival bidders. During this period, the target company agrees not to solicit, engage with, or facilitate alternative proposals.
For Matrix shareholders, the deed signals that both parties are committed to progressing discussions in a structured manner. It provides AIH with the necessary time and access to assess the company’s financial position, operations, and strategic fit, while Matrix retains certain protections to ensure the board can act in shareholders’ best interests if circumstances change.
Importantly, shareholders are not required to take any action at this stage. The exclusivity deed does not constitute a binding agreement to proceed with the transaction, and there is no certainty that a definitive agreement will be reached or that the proposed acquisition will complete.
Key terms of the Matrix-AIH exclusivity arrangement
The exclusivity deed includes several customary restrictions and protections designed to balance AIH’s need for uninterrupted due diligence with Matrix’s fiduciary obligations to shareholders.
| Term | Detail |
|---|---|
| Exclusivity period | Until 28 April 2026 (or later by mutual agreement) |
| Offer price | $0.40 per share (cash) |
| Restrictions | No shop, no talk, no due diligence (subject to carve-out) |
| Fiduciary carve-out | Applies from 28 April 2026 for superior proposals |
| Matching rights | AIH has 5 business days to match superior proposals |
During the exclusivity period, Matrix has agreed not to solicit, engage with, or facilitate competing proposals from third parties. These “no shop,” “no talk,” and “no due diligence” obligations are standard in such arrangements and are intended to allow AIH to conduct its assessment without distraction.
A fiduciary carve-out applies from 28 April 2026, enabling the Matrix Board to respond to superior proposals if the board determines, in good faith and after consultation with its advisers, that failing to do so would breach its fiduciary duties or statutory obligations. If a competing superior proposal emerges, Matrix must notify AIH and provide the company with 5 business days to submit a counter-proposal that matches or exceeds the terms of the competing offer.
The deed also includes notification rights requiring Matrix to inform AIH within 24 hours of receiving any competing proposal, including the identity of the third party and material terms (subject to fiduciary constraints).
What happens next in the process
The next phase involves AIH conducting due diligence on Matrix’s operations, financials, and strategic assets while the parties negotiate the terms of a binding scheme implementation deed. The process unfolds as follows:
- AIH conducts due diligence until 28 April 2026
- Parties negotiate binding scheme implementation deed in parallel
- If terms are agreed, definitive agreement executed
- Scheme of arrangement process would follow (if transaction proceeds)
Matrix has committed to providing AIH with reasonable access to senior management, premises, and material information during the exclusivity window. AIH is required to deliver a first draft of the definitive agreement within 10 business days of the deed’s execution.
There is no certainty that negotiations will result in a binding agreement or that the proposed transaction will proceed. Matrix has confirmed it will continue to update the market in accordance with its continuous disclosure obligations.
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Advisers and board assessment
The Matrix Board is continuing to assess the proposed transaction with the support of external advisers. Matrix has engaged Azure Capital as its financial adviser and Gilbert + Tobin as its legal adviser to provide guidance on the merits of the proposal and the negotiation of transaction documentation.
The engagement of experienced corporate advisers signals the board is taking a rigorous approach to evaluating the proposal on behalf of shareholders. Azure Capital will assess the financial aspects of the transaction, including valuation, deal structure, and shareholder outcomes, while Gilbert + Tobin will advise on legal, regulatory, and governance matters.
Shareholders do not need to take any action at this time. The board will continue to assess the proposal and will provide further updates as material developments occur or when the exclusivity period concludes.
About Matrix Composites & Engineering
Matrix Composites & Engineering specialises in the design, engineering, and manufacture of composite and advanced material solutions for the oil and gas, civil infrastructure, resources, defence, and transportation industries. With more than 20 years’ experience, Matrix has established itself as an industry leader and major exporter of Australian goods and services with a global customer base.
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