PERTH,: Vysarn Limited (ASX: VYS), a vertically integrated water services company, announced Tuesday it has entered into a binding agreement to acquire Technologies International Group Pty Ltd, which trades as Welltech, in a deal valued at up to $47.25 million.
The company also launched a fully underwritten capital raising of approximately $65.3 million to fund the acquisition and other growth initiatives.
Under the share sale agreement, Vysarn will acquire 100% of Welltech, a water and sewerage management business serving the civil, utility, government and resources sectors. The upfront consideration includes $37.25 million in cash and 4.76 million ordinary Vysarn shares. Additional deferred consideration of up to $5 million in Vysarn shares and $5 million in cash over three years is contingent on Welltech achieving specified earnings before interest, taxes, depreciation and amortization targets.
The cash component of the acquisition will be funded through the placement of approximately 62.2 million new fully paid ordinary shares at an issue price of $1.05 per share. The placement price represents a 0.5% discount to Vysarn’s last closing price of $1.055 on July 24, but a 5.2% premium to the five-day volume-weighted average price of $0.998.
Completion of the Welltech acquisition is expected in September 2026, subject to conditions including the successful completion of the capital raising, regulatory approvals and satisfaction of due diligence.
Vysarn Managing Director and CEO James Clement described the acquisition as transformative for the company, particularly when combined with the proposed purchase of NWG Enterprises Pty Ltd, or NewGround, announced on June 3.
“Both the Welltech and NewGround transactions meet our strict investment criteria of being earnings accretive, with aligned management and a capital-light business model,” Clement said. “These acquisitions provide Vysarn with a broadened and more diverse portfolio of high-quality clients, positioning us to deliver additional stable, long-term earnings growth for shareholders.”
Based on unaudited fiscal 2026 results, the company said the combination of Vysarn and Welltech would deliver earnings per share accretion of more than 37.3%. Including NewGround, the pro forma EPS accretion would exceed 59.1%.
Welltech, based in Canning Vale, Western Australia, has operated since 1995 and maintains three core business units: construction water supply, bypass operations and drilling services. Its client roster includes Melbourne Water, Fulton Hogan, NRW Holdings, BHP, Water Corporation, John Holland and Rio Tinto.
The company also disclosed an amendment to its NewGround share sale agreement, under which the share consideration will now require shareholder approval under ASX Listing Rule 7.1. That acquisition is expected to close in October 2026.
Unified Capital Partners Pty Ltd served as lead manager, underwriter and bookrunner for the placement, with Morgans Corporate Limited and Canaccord Genuity (Australia) Limited as co-managers. Settlement of the new shares is expected on Aug. 5, with issuance on Aug. 6.
The upfront consideration shares issued to Welltech vendors will be escrowed for 12 months as security for potential claims under the agreement. Founders David Henderson and Zak Haines will be subject to restraint periods of up to five years and two years, respectively.
Following completion of the placement and both acquisitions, Vysarn said it will have approximately 630.4 million shares on issue.
