SYDNEY: Noumi Limited (ASX: NOU) announced on Tuesday that it has entered into a binding Scheme Implementation Deed (SID) with its largest shareholder, Arrovest Pty Ltd, setting in motion a plan for Arrovest to acquire all outstanding ordinary shares of the company it does not already own.
The proposed acquisition will be executed through a scheme of arrangement, under which shareholders, excluding Arrovest, will receive A$0.1234 in cash per share. This consideration represents a 12.2% premium over the company’s closing price of A$0.11 on July 20, 2026, and a 30% premium over its 30-day volume-weighted average price of approximately A$0.0949 per share.
The agreement follows an extensive, year-long strategic review conducted by the company to address its significant debt obligations, which total approximately A$703 million, including a mandatory cash redemption of approximately A$610 million on its convertible notes due in May 2027.
Genevieve Gregor, Chair of the company and a member of the Independent Board Committee (IBC), characterized the deal as the only credible pathway identified to resolve the looming debt maturity.
“We’ve resolved major legacy matters, strengthened the operating platform, grown MILKLAB, improved the Dairy & Nutritionals business and continued to invest in the brands, channels and markets that support long-term growth,” Gregor said in a prepared statement. “In the IBC’s view, Arrovest’s proposal is the only credible and executable pathway identified that addresses the Note maturity as part of a coordinated debt and equity solution and delivers a cash outcome to Scheme Shareholders and Listed Optionholders.”
In addition to the share acquisition, Arrovest has agreed to acquire all listed options in Noumi (ASX: NOUO) through a separate scheme, offering A$0.002 cash per listed option. The company’s convertible redeemable preference shares are expected to convert into ordinary shares prior to the implementation of the scheme, while unquoted and unvested employee options are anticipated to be canceled.
As part of a coordinated debt and equity solution, Arrovest is also acquiring a significant portion of Noumi’s convertible notes from institutional noteholders seeking liquidity. The company’s second-largest institutional noteholder is retaining its 16.5% stake, leaving Arrovest poised to hold up to 83.5% of the notes.
The Independent Board Committee, comprising directors Genevieve Gregor, Jane McKellar, and Stuart Black, has unanimously recommended that shareholders and optionholders vote in favor of the schemes. This recommendation is subject to the Independent Expert concluding that the schemes are in the best interests of security holders and the absence of a superior proposal. Directors Michael Perich, Tony Perich, and Tim Bryan recused themselves from IBC deliberations due to their associations with Arrovest through the Perich Group.
The schemes are subject to customary conditions precedent, including approval by at least 75% of votes cast by relevant securityholders, court approval, and regulatory consents from ASIC and ASX. The agreement includes standard exclusivity provisions but allows the IBC to consider bona fide competing proposals that could lead to a superior outcome.
The indicative timetable sets the scheme meetings and implementation for November 2026. The final scheme booklet, which will contain important information for investors and the Independent Expert’s Report, is expected to be dispatched to securityholders on Oct. 2, 2026.
In a related trading update, Noumi said it expects FY26 Group adjusted operating EBITDA to be approximately A$61 million to A$63 million, compared to A$57.4 million in FY25. The company noted significant investments in sales and marketing, particularly in its Plant-based Milks segment, which contributed to an anticipated decline in segment EBITDA from A$50.3 million in FY25 to approximately A$42 million to A$44 million in FY26.
The company also reported record revenue of A$186.3 million for plant-based milks, a 2.4% increase, and A$462.0 million for Dairy & Nutritionals, an 11.6% increase. However, it cautioned that the Dairy & Nutritionals segment’s earnings were supported by strong dairy commodity prices that are expected to moderate in FY27.
Looking ahead to FY27, the company said it remains cautious about the macro-economic environment, citing uncertainty around recovering input cost increases caused by global and domestic conditions. It reaffirmed its practice of not providing earnings guidance.
The transaction represents an equity value on a 100% basis of approximately A$34.2 million. Combined with the full note redemption amount, the total transaction value is approximately A$737 million.
The company’s financial advisor for the transaction is MA Moelis Australia, with Arnold Bloch Leibler serving as legal advisor.
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