In its FY26 results presentation released on 18 August 2026, Reliance Worldwide Corporation (RWC) disclosed it has entered a process deed with Brookfield Capital Partners LLC regarding an unsolicited, non-binding indicative proposal to acquire 100% of RWC by scheme of arrangement at A$4.75 cash per share.
The proposal implies an enterprise value of approximately A$4.1bn and an FY26 EV/Adjusted EBITDA multiple of 12.1x post-AASB16 (12.9x pre-AASB16). The RWC Board recommends shareholders take no action at this time, noting there is no certainty a binding transaction will follow.
Management detailed the takeover approach alongside full-year results for the period ended 30 June 2026, which showed resilient cash flow generation despite softer end markets.
How the Brookfield proposal has evolved
The Brookfield approach followed a series of escalating unsolicited, non-binding indicative offers over several months, with each successive bid lifting the headline price.
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April/May 2026: A$4.15, then A$4.25, then A$4.50 per share
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Early August 2026: revised A$4.75 per share, submitted following a due diligence process and period of negotiation
RWC has agreed to exclusivity restrictions, including non-solicit, no talk with no fiduciary exception, and no due diligence obligations, for four weeks from 17 August 2026 to 15 September 2026. During this window, RWC and Brookfield have agreed to work together in good faith toward a Scheme Implementation Deed (SID) on terms consistent with the proposal.
Brookfield has agreed that any SID entered into by the end of the exclusivity period will include a 30-day “go-shop” provision, during which RWC will be permitted to solicit third-party interest, provide due diligence information and negotiate the terms of any alternative proposal.
The proposal footnote notes the offer price would be reduced by the cash amount of any dividends paid or payable after the proposal date. No dividend will be paid in relation to the 2H FY26 financial period.
| Metric | Detail |
|---|---|
| Offer price | A$4.75 cash per share |
| Structure | Scheme of arrangement |
| Enterprise value | ~A$4.1bn |
| EV/Adjusted EBITDA | 12.1x post-AASB16 / 12.9x pre-AASB16 |
| Exclusivity period | 17 Aug – 15 Sep 2026 |
| Go-shop | 30 days |
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FY26 results: resilient cash flow despite soft end markets
For the year ended 30 June 2026, RWC recorded net sales of $1,305.6 million, down 0.7% on the prior comparative period, though underlying sales rose 1.5% after adjusting for tariff refund provisions, customer incentive reclassifications and portfolio exits (all figures in US$ unless noted).
Adjusted EBITDA came in at $242.1 million, a 12.8% decline, with the margin easing to 18.5%. Adjusted NPAT was $125.1 million, down 15.3%, and Adjusted EPS was 16.5 cents.
Reported NPAT of just $6.3m reflected US$103.3m of post-tax one-off charges, principally the restructuring of APAC’s metals manufacturing operations and a resulting $73.8m goodwill impairment. These were restructuring and impairment charges rather than a reflection of operational performance.
Management attributed the Adjusted EBITDA decline to US tariffs, higher copper costs, lower Americas and EMEA volumes and cost inflation, partly offset by price actions and $10m of cost savings.
| Metric | FY26 | FY25 | % Change |
|---|---|---|---|
| Net sales | $1,305.6m | $1,314.7m | -0.7% |
| Adjusted EBITDA | $242.1m | $277.7m | -12.8% |
| Adjusted NPAT | $125.1m | $147.7m | -15.3% |
| Reported NPAT | $6.3m | $125.0m | -95.0% |
| Adjusted EPS | 16.5c | 19.0c | -13.2% |
Strong cash generation cut net debt by US$88 million
The presentation highlighted balance-sheet strength as a key feature of the result, with cash generation outpacing earnings.
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Cash generated from operations of $263.4m
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Operating cash flow conversion of 108.8% of Adjusted EBITDA, up from 97.6%
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Net debt reduced by $88.2m to $243.4m
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Net leverage of 1.11x, down from 1.30x
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Capex discipline at $19.7m, or 1.5% of sales (versus 2.5% in the prior period)
This cash performance provides financial flexibility and supports the standalone path.
Segment snapshot: Americas leads underlying growth
Across the three regions, the Americas delivered underlying growth despite reported figures being weighed down by accounting adjustments.
Americas reported sales of $824.8m (-4.0%), but underlying sales rose 1.4%, with second-half underlying growth of 8.3%. The Adjusted EBITDA margin was 19.6%. A new plant in Mexico is expected to be operational by the end of 2026, which management said would provide greater manufacturing flexibility, a competitive cost structure and help mitigate US tariff impacts, with no significant capital expenditure required.
APAC recorded sales up 5.0% in local currency, supported by record Holman shipments to Bunnings. Margins were pressured by higher raw material and freight costs and lower manufactured volumes. Significant restructuring in the second half included closure of metals manufacturing in Melbourne, an additional Brisbane facility and distribution centres in Sydney and Perth.
The RWC manufacturing footprint rationalisation, which involves closing Moorabbin and Braeside brass facilities in Melbourne and shifting North American supply to the Alabama plant, underpins the US$9 million annual EBITDA uplift target that management expects to be fully realised by end of FY27.
EMEA reported sales up 0.2% in US$. The new Poland facility is ramping up, now assembling 1.2 million fittings monthly with 112 employees, and is expected to support earnings growth in FY27.
| Segment | Net Sales | Underlying/Local Growth | Adj EBITDA Margin |
|---|---|---|---|
| Americas | US$824.8m | +1.4% underlying | 19.6% |
| APAC | A$440.4m | +5.0% local currency | 6.6% |
| EMEA | £193.6m | -1.8% underlying external | 26.4% |
FY27 outlook: external sales growth across all regions
Management guided to external sales growth across all regions in FY27, with consolidated external sales expected to be up by a mid-to-high single digit percentage and Adjusted EBITDA margin broadly consistent with FY26.
The outlook carried a note of macro caution: no significant improvement in economic conditions is expected, and geopolitical events and US trade policy are anticipated to continue affecting input costs, interest rates and consumer demand.
Key assumptions for full-year FY27 include:
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Operating cash flow conversion above 90%
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Capital expenditure of $25m to $30m
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Net US tariff impact of $5m to $7m
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Cost savings measures of approximately $10m to $12m
On distribution, no final FY26 dividend was declared due to the Brookfield proposal. Management stated that if the transaction does not proceed, RWC intends to consider declaring a dividend and/or recommencing the share buy-back in calendar 2027 out of FY26 earnings.
The investment case: a defined bid against a resilient business
The Board recommends shareholders take no action at this time, noting there is no certainty the Brookfield proposal will lead to a definitive transaction or binding offer. Management pointed to a total addressable market estimated at more than US$25 billion, Tier 1 brands, strong cash conversion and a de-geared balance sheet as the foundations of that case.
The near-term catalyst is clear: the exclusivity and go-shop period running through September 2026, and whether a binding Scheme Implementation Deed ultimately emerges.
FY26 Presentation Theme
Management framed the year as one of significant progress on strategic initiatives while managing short-term market headwinds, positioning RWC to capitalise as volumes recover.
The FY26 update leaves investors with a defined Brookfield proposal on one side and a cash-generative, resilient operating business on the other, with the coming weeks set to determine whether Brookfield’s approach converts into a firm offer.
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