AVID lifts Ingenia Communities Group offer to $5.55 cash per stapled security, matching Warburg Pincus
Ingenia Communities Group advised on 10 November 2026 that AVID Property Group Holdings Pty Ltd (AVID) exercised its matching right under the AVID Process Deed. AVID provided a further revised non-binding indicative proposal at $5.55 cash per stapled security, up from $5.45 under its Revised AVID Proposal announced on 2 November 2026.
The Further Revised AVID Proposal price will not be reduced by the Permitted Distribution. Ingenia securityholders would therefore receive a total of up to $5.60 cash per stapled security, matching the price under the Further Revised WP Proposal.
The Permitted Distribution is any distribution paid by Ingenia for the half year ending 31 December 2026 of up to $0.05 cash per stapled security.
The Ingenia Board considered the proposal and determined, in good faith and in accordance with the AVID Process Deed, that it would provide an equal or superior outcome to Ingenia securityholders as a whole compared with the Further Revised WP Proposal. As a result, the AVID Process Deed (as amended) remains on foot.
Other than the increased offer price and the amendments to the AVID Process Deed, the terms and conditions are the same as those of the Revised AVID Proposal.
| Proposal | Cash per stapled security | Permitted Distribution treatment | Total up to |
|---|---|---|---|
| Revised AVID Proposal (2 November 2026) | $5.45 | n/a | n/a |
| Further Revised WP Proposal (Warburg Pincus, with Discovery Parks and LDR Capital) | $5.55 | Plus any Permitted Distribution of up to $0.05 | n/a |
| Further Revised AVID Proposal | $5.55 | Price not reduced by the Permitted Distribution | $5.60 |
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Amended process deed keeps Warburg Pincus in the race
AVID agreed to amend the AVID Process Deed to reflect the amendments sought by Warburg Pincus under the Further Revised WP Proposal. The amendments are:
- An additional exception to the ‘no talk’ and ‘no due diligence’ restrictions, permitting a competing bidder to retain due diligence access for 4 days after a matching proposal is made.
- An extension of the exclusivity end date to 14 December 2026, with other consequential amendments as a result of the extension.
The four-day due diligence window originated in a Warburg Pincus request of 3 November, which the Board initially declined to treat as a better offer than AVID’s matched price.
As a result, Warburg Pincus, together with Discovery Parks and LDR Capital, will retain access to Ingenia’s due diligence until 13 November 2026. Ingenia will consider any further proposals in accordance with the terms of the Amended AVID Process Deed, a copy of which is attached to the announcement.
How the AVID process and the Peet deal interact
A matching right lets a bidder under exclusivity respond to a competing proposal. Under the deed, a bidder given the competing terms has until a Cut Off Date, 4 days after the information is provided, to put forward a ‘Counterproposal’. Exclusivity, including the ‘no shop’, ‘no talk’ and ‘no due diligence’ provisions, restricts Ingenia’s dealings with other parties during the exclusivity period.
Separately, Ingenia has a scheme implementation deed with Peet Limited dated 26 August 2026 (Peet SID). The Board has not determined that the Further Revised AVID Proposal constitutes a ‘Bidder Superior Proposal’ under the Peet SID, so it is not currently one for the purposes of that deed. Nor has the Board indicated that it intends to recommend the proposal to securityholders.
Ingenia continues to comply with its obligations under the Peet SID and to work with Peet towards implementation of Ingenia’s proposed acquisition of Peet.
- Ingenia is entitled to terminate the Peet SID (prior to 8.00am on the Second Court Date) if the Board determines that a Bidder Competing Proposal constitutes a Bidder Superior Proposal, after consulting its financial adviser and receiving written advice from its external legal advisers that failure to agree to or recommend the Bidder Superior Proposal to the Ingenia securityholders would, or would be reasonably likely to, constitute a breach of any of the fiduciary or statutory duties of any member of the Ingenia Board.
- In that event, Ingenia would be liable to pay a $10 million reverse break fee to Peet.
For readers wanting the background to the competing deal, our full explainer on the Peet acquisition terms sets out the scrip and cash consideration, the combined land lease pipeline and the Flagstone joint venture behind the scheme.
What happens next for Ingenia securityholders
The announcement and the attached deed set out the following dates:
- 13 November 2026: Warburg Pincus, with Discovery Parks and LDR Capital, retains due diligence access until this date, being 4 days from when the Further Revised AVID Proposal was made.
- 14 December 2026: the extended exclusivity end date under the Amended AVID Process Deed.
- 27 November 2026: under the deed, AVID must provide written confirmation that it does not, as at that date, intend to withdraw or reduce its Indicative Proposal, subject only to finalising its due diligence enquiries and financing, and negotiation and execution of the Implementation Deed.
There is no certainty that the Further Revised AVID Proposal or the Further Revised WP Proposal will result in a formal binding offer for Ingenia, or that any transaction will eventuate. Securityholders do not need to take any action, and Ingenia will keep them informed in accordance with its continuous disclosure obligations.
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