Shape Australia Acquires Shopfitter APS for $29.4M With 57% EPS Boost in Year One
SHAPE Australia acquires Australian Professional Shopfitters in $29.4m deal
SHAPE Australia Corporation Limited (ASX: SHA) has entered into a binding agreement to acquire 100% of Australian Professional Shopfitters Pty Ltd (APS) for upfront consideration of $20.4 million, plus up to $9.0 million in contingent consideration, capping total consideration at $29.4 million. The deal is expected to deliver normalised earnings per share (EPS) accretion of approximately 57% in SHAPE’s first full year of ownership, with APS reporting FY25 revenue of $32.5 million and a future maintainable EBITDA of circa $5.3 million. The acquisition is consistent with SHAPE’s strategy to diversify capability and increase exposure to repeatable, programme-based work.
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Why APS is a strategic fit for SHAPE
A vertically integrated business with more than 28 years’ experience
Established in 1998, APS is a Melbourne-based, vertically integrated retail shopfitting business specialising in the design, manufacture and delivery of shopfitting solutions for multi-site retailers across Australia. The business operates from a 5,000 square metre manufacturing facility with meaningful spare capacity to support future growth.
APS provides end-to-end project delivery capabilities, encompassing in-house drafting, manufacturing, procurement, logistics, project management and installation coordination. Approximately 80% of APS projects are valued at less than $500,000, reflecting the business’s strong exposure to highly repeatable, programme-based retail rollout work.
Enhancing SHAPE’s retail platform
APS complements SHAPE’s recently acquired Arden Fitout and Maintenance business, with the combined platform now offering a broader retail capability across flagship store delivery, national rollout programmes, upgrades, refurbishments and ongoing maintenance services.
APS brings established long-standing relationships with leading retail brands, alongside a well-developed offshore procurement capability built over more than 20 years. Its manufacturing and procurement capabilities also carry cross-sector application potential, with management flagging that these skills can be leveraged across SHAPE’s broader project delivery platform over time.
Peter Marix-Evans, Chief Executive Officer
“The acquisition of APS is a highly compelling addition to our portfolio. It strengthens our vertical integration, broadens our service offering and is expected to be earnings accretive from year one. APS aligns closely with SHAPE’s growth and diversification strategy, increasing our exposure to repeatable, programme-based work in the retail sector. It brings a differentiated, manufacturing-led shopfitting platform, national rollout capability and long-standing customer relationships. Together with Arden, APS significantly enhances our ability to support retail clients across complex fitouts, national store rollouts, refurbishments and ongoing maintenance services. Importantly, the strategic value of this acquisition extends well beyond retail. APS adds valuable manufacturing, procurement and programme delivery capabilities that can be leveraged across SHAPE’s broader sector footprint over time. Beyond its strong long-term strategic alignment, the transaction is expected to strengthen our margin profile and add further resilience to the business, supporting sustainable long-term growth.”
APS at a glance: key financials and deal metrics
| Metric | Detail | Notes |
|---|---|---|
| FY25 Revenue | $32.5m | — |
| Future maintainable EBITDA | $5.3m | Circa |
| Upfront consideration | $20.4m | Cash ($17.4m) + scrip ($3.0m) |
| Implied EBITDA multiple | ~3.8x | Based on future maintainable EBITDA |
| Maximum total consideration | $29.4m | Includes up to $9.0m earn-out |
| Normalised EPS accretion (Year 1) | ~57% | First full year of ownership |
Understanding the deal structure
How the consideration is structured
The upfront consideration of $20.4 million comprises $17.4 million in cash and $3.0 million in SHAPE scrip, on a cash free, debt free basis, subject to a net working capital adjustment at completion. The scrip component will be satisfied through the issue of 396,228 fully paid ordinary shares in SHAPE, priced at a 10-day VWAP of $7.5714 (the trading day immediately prior to the agreement date), with those shares escrowed for 12 months.
The contingent consideration of up to $9.0 million is payable over two years, split 50% cash and 50% SHAPE shares, and is subject to EBITDA performance hurdles for each of FY27 and FY28. The scrip component of any FY27 earn-out payment will be priced at the 10-day VWAP ending on the trading day immediately prior to SHAPE’s annual results announcement for that year, and will be escrowed for 12 months. Shares issued in respect of FY28 performance will not be subject to escrow restrictions. All shares to be issued under the transaction will be drawn from within SHAPE’s existing capacity under ASX Listing Rule 7.1.
What is an earn-out structure and why does it matter?
An earn-out is a mechanism under which the seller receives additional consideration only if the acquired business meets agreed financial targets after the transaction closes. In this case, the vendor will receive up to $9.0 million in additional payments only if APS achieves its EBITDA performance hurdles in FY27 and FY28. This structure directly aligns vendor incentives with post-acquisition performance, and means SHAPE pays the maximum consideration only if APS delivers on its earnings targets.
Continuity is also supported by the APS leadership team, which will continue managing day-to-day operations for a minimum two-year period following completion.
Completion of the transaction is subject to the following conditions precedent:
- ACCC merger control clearance
- Change of control consent from material leases
- No material adverse change
- All requisite authorisations in full force and effect
- Anticipated completion: around 1 July 2026
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What this means for SHAPE investors
The headline financial return from this transaction is the normalised EPS accretion of approximately 57% in SHAPE’s first full year of ownership, representing a meaningful uplift to per-share earnings at the implied acquisition multiple of approximately 3.8x future maintainable EBITDA. The acquisition is also expected to be margins additive to SHAPE’s current profile.
The longer-term investment case rests on APS’s manufacturing, procurement and programme delivery capabilities being applied across SHAPE’s broader sector footprint over time. While APS is a retail specialist today, the platform has scope for adjacency beyond retail, with management noting potential to support growth in repeatable and programmed work across other sectors.
This acquisition also strengthens SHAPE’s existing diversification across Commercial, Defence, Education, Health, Hotels & Hospitality and Retail, reducing reliance on any single sector. With APS and Arden now operating under the SHAPE umbrella, the group’s retail capability spans the full delivery spectrum from flagship fitouts through to ongoing maintenance programmes.
Investors seeking further detail can register for the investor webinar with CEO Peter Marix-Evans and CFO Scott Jamieson, scheduled for 10am AEST on Thursday, 28 May 2026.
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