PERTH: Vysarn Limited has entered into a binding share sale agreement to acquire NWG Enterprises Pty Ltd, which trades as NewGround, in a deal valued at up to $55 million, the company announced Tuesday.
Under the agreement, Vysarn will acquire 100% of NewGround’s issued shares for a total consideration of up to 33 million Vysarn shares and $25 million in cash. The purchase price assumes NewGround is acquired debt-free with an agreed working capital amount of $6 million at completion, a statement said.
The consideration includes an upfront payment of $8.33 million in cash and 28.6 million Vysarn shares, equivalent to $30 million. Of those shares, 25.3 million will be escrowed for 12 months and 3.3 million for 24 months.
Deferred payments tied to earnings before interest and tax performance over three years include:
– Year 1: $3.33 million in cash and 4.4 million Vysarn shares if NewGround achieves EBIT of $7.5 million
– Year 2: $6.66 million in cash if EBIT reaches $8 million
– Year 3: $6.68 million in cash if EBIT reaches $8.5 million
Based on NewGround’s maintainable EBIT of $7 million, the acquisition implies enterprise value to EBIT multiples ranging from 4.3x based solely on upfront consideration to 5.9x if all performance hurdles are met.
Vysarn said the acquisition is expected to be approximately 25% earnings per share accretive to its shareholders on a pro forma basis, based on the company’s forecast fiscal 2026 net profit before tax and NewGround’s assumed maintainable NPBT.
The cash component will be funded through existing cash reserves and new acquisition debt facilities.
Completion is conditional upon Vysarn completing due diligence, obtaining sufficient funding, and securing waivers or consents from counterparties to material contracts with change-of-control provisions. Conditions must be satisfied or waived by Oct. 2, 2026.
NewGround, established in 2018, designs, constructs and maintains industrial-scale irrigation systems, pumping systems and ancillary technology for local governments, urban developers, landscapers, parks and sports precincts. The company has more than 100 staff and facilities in Western Australia.
Vysarn said NewGround will become a wholly owned subsidiary, establishing a new operating segment focused on water infrastructure, irrigation, facilities management and related water services across government, urban development and recreational markets.
The acquisition provides immediate national growth opportunities in facilities management and medium-term opportunities in the resources sector, according to the company. Vysarn’s board and management also anticipate NewGround will provide defensive earnings countercyclical to the company’s current exposure to resource and utility sectors.
The announcement was authorized for release by Vysarn’s board.
