MELBOURNE: Building services firm Johns Lyng Group Limited (ASX: JLG) announced Friday it has entered into a binding agreement to be acquired by funds managed by Pacific Equity Partners (PEP) in a deal valuing JLG’s equity at approximately $1.1 billion.
Under the Scheme Implementation Deed, Sherwood BidCo Pty Ltd — a PEP-controlled entity — will acquire all JLG shares via a court-approved scheme of arrangement. Shareholders will receive $4.00 per share in cash, representing a 77% premium to JLG’s closing price on May 15, 2025, the day before PEP’s initial offer.
The transaction implies an enterprise value of $1.3 billion, based on JLG’s net debt and minority interests as of December 2024. The offer price also represents a 57% premium to JLG’s June 6 closing price and a 66% premium to its 30-day volume-weighted average price.
JLG’s Independent Board Committee unanimously recommended the deal, citing its “attractive” valuation and alignment with shareholder interests. The committee, chaired by Peter Nash, emphasized the offer’s reflection of JLG’s “integrated operations across Australia, New Zealand and the United States.”
Key Terms and Approvals
- Management Participation: JLG executives and employees may elect to receive part of their consideration as shares in BidCo’s holding company.
- Conditions: The deal requires Foreign Investment Review Board (FIRB) clearance, U.S. antitrust approval, Australian court and shareholder approvals, and an independent expert’s endorsement.
- Timeline: Scheme meetings are slated for October 2025, with implementation expected by November 2025.
Shareholder Support
JLG Managing Director and CEO Scott Didier, who holds a 17.64% stake, has committed to vote in favor under a Co-Operation Deed. He will receive scrip consideration and agreed to exclusivity terms, including a margin loan agreement. Three other senior executives — Nick Carnell, Matt Lunn and Adrian Gleeson — signed similar commitments.
- Peter Nash, JLG Chairman: “The scheme provides JLG shareholders with the opportunity to receive cash at a material premium. Our recommendation followed a thorough evaluation of intrinsic value and medium-term prospects.”
- Matthew Robinson, PEP Managing Director: “Scott and the management team have built a strong business. We look forward to supporting customers alongside the company and its employees.”
JLG agreed to customary exclusivity clauses, including “no shop” and “no talk” provisions. A $11 million break fee applies if JLG accepts a superior proposal or materially breaches obligations.