SYDNEY: SHAPE Australia Corporation Limited announced Thursday it has entered into a binding agreement to acquire Australian Professional Shopfitters Pty Ltd (APS), a move that adds retail fitout capability and expands the company’s exposure to repeatable, program-based work.
The transaction includes upfront consideration of $20.4 million, implying a multiple of roughly 3.8 times APS’ future maintainable EBITDA of $5.3 million, a statement noted.
An additional $9 million in contingent consideration could be paid over a two-year earn-out period based on performance hurdles. The maximum total consideration is capped at $29.4 million.
APS, established in 1998, is a vertically integrated retail shopfitting business that specializes in the design, manufacture and delivery of shopfitting solutions for multi-site retailers across Australia. The company operates a 5,000-square-meter manufacturing facility in Melbourne and derives about 80% of its project revenue from jobs valued at less than $500,000, reflecting a focus on highly repeatable retail rollout work.
For the fiscal year 2025, APS reported revenue of $32.5 million.
SHAPE said the acquisition aligns with its strategy to diversify capability and increase exposure to program-based work. The deal is expected to be earnings accretive in SHAPE’s first full year of ownership, delivering normalized earnings per share accretion of approximately 5% to 7%.
“The acquisition of APS is a highly compelling addition to our portfolio,” SHAPE CEO Peter Marix-Evans said. “It strengthens our vertical integration, broadens our service offering and is expected to be earnings accretive from year one.”
APS brings a manufacturing-led shopfitting platform, national rollout capability and long-standing customer relationships. The company’s experienced leadership team will continue to manage day-to-day operations for a minimum of two years following the deal’s completion.
SHAPE said APS complements its existing retail capability, including the recently acquired Arden Fitout and Maintenance business. Together, the three operations will provide a broader retail offering across flagship store delivery, national rollout programs, upgrades, refurbishments and ongoing maintenance services.
The consideration consists of $17.4 million in cash and $3 million in SHAPE scrip, on a cash-free, debt-free basis, subject to a net working capital adjustment. The equity portion will be satisfied through the issue of 396,228 fully paid ordinary shares to the vendor, priced at $7.5714 per share based on a 10-day volume-weighted average price. Those shares will be escrowed for 12 months.
Contingent consideration of up to $9 million will be 50% cash and 50% SHAPE shares, tied to EBITDA performance for fiscal years 2027 and 2028.
Completion of the transaction is subject to customary conditions, including clearance under the Australian Competition and Consumer Commission merger control regime, obtaining change-of-control consent for material leases, and no material adverse change. The parties anticipate completion around July 1, 2026.
SHAPE will hold an investor webinar at 10 a.m. AEST Thursday.
SHAPE Australia Corporation Limited is a national fitout and construction services specialist headquartered in Sydney, with operations in all capital cities and key regional centers. The company trades on the Australian Securities Exchange under the symbol SHA.
