Bhagwan Marine Limited (ASX: BWN) has announced its largest acquisition to date, securing 100% of Riverside Marine Holdings for an enterprise value of up to $130 million. The transaction represents a step-change in scale and scope for the Australian marine solutions company, positioning it as a preferred marine partner across diversified sectors. Completion is expected in late March 2026, subject to shareholder approval and customary conditions.
Bhagwan Marine secures transformational $130m acquisition of Riverside Marine
The Bhagwan Marine Riverside Marine Acquisition centres on the purchase of a century-old family business founded in Brisbane in 1926 by the Campbell family. Riverside specialises in the management and operation of approximately 30 diverse vessels, including nine owned vessels, across five established brands serving the industrial resources, scientific research, transport and logistics sectors.
Riverside is forecasting FY26 revenue of $63 million and EBITDA of $26 million. The institutional placement supporting the transaction was strongly oversubscribed, signalling institutional confidence in the strategic rationale and combined entity’s prospects.
Financial impact delivers immediate earnings accretion
The acquisition is immediately accretive to Bhagwan’s shareholders on multiple financial metrics. Pro forma EPS accretion is approximately 14%, while return on equity accretion exceeds 20%. The company’s EBITDA margin is reported to increase from 18% to 24% on a pro forma basis.
| Metric | Pre-Acquisition | Pro Forma | Change |
|---|---|---|---|
| Revenue | $298m (FY25) | $364.3m | +22% |
| EBITDA | $50.1m | $77.2m | +54% |
| EBIT | $22.9m | $40m | +75% |
| EBITDA Margin | 18% | 24% | +6pp |
Pro forma net debt to EBITDA is reported at 1.1x, indicating conservative leverage following the transaction. The financial uplift reflects Riverside’s market-leading EBITDA margins of approximately 40% and capital-light business model focused on vessel management and operations.
Funding structure
The upfront purchase price of $120 million is funded through a combination of debt, vendor equity and institutional capital. A $70 million three-year debt facility has been secured from the Commonwealth Bank of Australia. The Campbell family will receive $20 million in vendor equity, comprising 48.8 million shares subject to voluntary escrow (50% for one year, 50% for two years).
A $30 million institutional share placement was completed at $0.41 per share. The transaction also includes a linear earn-out of up to $10 million, triggered once Riverside EBITDA reaches $25.2 million and capped at $27.2 million. For example, if Riverside achieves FY26 EBITDA of $26.2 million, the earn-out would be $5 million, bringing total purchase consideration to $125 million.
The vendor accepting significant scrip consideration with extended escrow demonstrates alignment with Bhagwan’s future performance, reducing integration risk and preserving institutional knowledge through continued management participation.
What is vessel management and why does it matter for marine services companies?
Vessel management refers to the operational oversight and crewing of marine assets without the capital burden of fleet ownership. Companies generate fee income by managing vessels on behalf of third-party owners, providing technical management, crew deployment, regulatory compliance and operational planning services.
This capital-light model generates superior returns compared to vessel ownership, as operators avoid the significant capital expenditure associated with purchasing and maintaining fleets. Riverside manages approximately 30 vessels, including nine owned vessels, with sustaining capital expenditure of approximately 30% to 35% of EBITDA. High barriers to entry through specialised expertise and long-term customer relationships support recurring revenue characteristics that attract premium valuation multiples.
Strategic rationale creates diversified marine solutions platform
The Bhagwan Marine Riverside Marine Acquisition delivers complementary benefits across multiple dimensions. Service diversification includes third-party vessel operations, harbour tugs, sand dredging and commercial ferries. Geographic expansion establishes an enhanced presence in North Queensland, with additional operations in Mackay and the Pilbara.
Commodity diversification adds exposure to iron ore, metallurgical coal and industrial sand, reducing concentration risk. Riverside’s 88% repeatable revenue base, supported by long-term contracts and high barriers to entry, lifts Bhagwan’s recurring revenue from approximately 40% to approximately 50%.
Riverside’s EBITDA margins of approximately 40% compare favourably to Bhagwan’s pre-acquisition profile. Sustaining capital expenditure of 30% to 35% of EBITDA supports free cash flow generation, with no vessel lease payments and annual maintenance capital expenditure of $7 million to $8 million.
The acquisition transforms Bhagwan from a more cyclical operator to a platform with meaningfully higher recurring revenue, geographic diversification and improved margin characteristics. Investors gain exposure to a more balanced earnings profile with reduced commodity concentration risk.
Riverside’s portfolio of brands
Riverside operates across five established brands, encompassing harbour and terminal towage, vessel management, passenger and vehicle ferry services, marine tourism, sand transport and processing, and marine consultancy. The group’s diversified portfolio includes Rivtow Marine, Riverside Industrial Sands, Magnetic Island Ferries and Riverside Oceanic, serving long-standing clients across industrial resources, scientific research, transport and logistics sectors.
Management and vendor alignment signals confidence
Leadership continuity and vendor equity participation underpin the transaction’s strategic and cultural alignment. Angus Campbell, Riverside CEO, and the existing leadership team remain with the business following completion. The Campbell family becomes a significant shareholder in Bhagwan, aligning interests with existing shareholders through voluntary escrow arrangements.
Loui Kannikoski, Founder and Managing Director
“This is a transformational milestone for our Company. Riverside is an excellent strategic and cultural fit. Its highly complementary operations enhance diversification across service offerings, commodity exposure and geographic presence, creating meaningful synergies that strengthen our collective capabilities.”
Chairman Anthony Wooles noted the transaction reflects the company’s dedication to achieving value-creating growth. “We feel great pride in the fact that the Campbell family would entrust Bhagwan with their Riverside business going forward, a reflection of mutual trust and shared values, built over many decades of joint dedication to the marine sector in Australia,” he stated.
Vendor leadership remaining in place reduces integration risk and preserves institutional knowledge critical to maintaining operational performance and client relationships. The Campbell family’s willingness to accept significant scrip consideration with extended escrow demonstrates confidence in the combined entity’s future performance.
Key dates and next steps
Completion of the Bhagwan Marine Riverside Marine Acquisition remains subject to shareholder approval, key customer consents, debt finance arrangements and other customary conditions. The company has provided an indicative timetable for investors:
- Tranche 1 placement settlement: 16 February 2026
- Tranche 1 shares issued: 17 February 2026
- Notice of General Meeting despatch: Late February 2026
- General Meeting: Late March 2026
- Tranche 2 and completion: Late March 2026
- 1H26 results release: 26 February 2026
Near-term catalysts include the 1H26 results release on 26 February 2026 and the General Meeting expected in late March 2026. If the acquisition does not complete, Bhagwan intends to retain Tranche 1 proceeds and apply them toward general working capital, balance sheet strengthening or alternative growth initiatives. Investors should note completion remains conditional on shareholder approval and satisfaction of customary conditions precedent.
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