MELBOURNE: MaxiPARTS Ltd., an Australian distributor of aftermarket parts for commercial vehicles, said Thursday it has received a conditional, non-binding proposal from private equity firm Ares Management to acquire all of its outstanding shares for $2.50 per share in cash.

The proposal, made through funds managed by Ares Management Asia (Singapore) Pte Ltd., would be executed via a scheme of arrangement. MaxiPARTS has granted Ares a four-week exclusivity period to complete confirmatory due diligence and negotiate a binding implementation agreement. The period can be extended by an additional two weeks.

The offer price does not account for a previously announced final dividend of 5.46 cents per share, which is scheduled to be paid on Sept. 17. Shareholders who receive the offer would also retain that dividend, the company said.

The proposal is conditional upon the completion of due diligence, execution of a binding agreement, and other customary conditions. MaxiPARTS emphasized there is no certainty the proposal will result in a binding transaction.

“We are providing Ares with access to our data room for its due diligence,” the company stated in its announcement to the Australian Securities Exchange. “Shareholders do not need to take any action at this time.”

MaxiPARTS has appointed Gresham Advisory Partners as financial adviser and Maddocks as legal adviser to assess the proposal.

In a separate move, MaxiPARTS announced it has entered into a binding agreement to acquire the assets of Air Brake Systems Unit Trust for $11.2 million. The acquisition price represents approximately four times the company’s average operating EBITDA of $2.8 million before synergies.

The deal is structured with 75% payment upon completion, with 12.5% due at one year and two years post-completion, subject to specific performance criteria being met.

Air Brake Systems, founded in 1991, is one of Australia’s largest suppliers of brake system components for heavy-duty trucks, buses and trailers. The company generates about 60% of its revenue from selling brake kits to trailer original equipment manufacturers, with the remainder from aftermarket parts, technical support and telematics. The business employs 20 people and operates from a single site in Hornsby, New South Wales, with remote staff serving customers primarily on the east coast.

The acquisition is expected to be immediately accretive to earnings, with the company projecting a 17% EPS accretion based on full-year results and no synergies. MaxiPARTS plans to fund the purchase entirely from existing cash and debt facilities, following a strong cash generation year that left the company with a net cash position of $7 million at the end of fiscal 2026.

“We see strong alignment with our M&A criteria,” MaxiPARTS said, noting the deal expands its product and technical capabilities in commercial vehicle braking and provides an entry point into the telematics market.

The acquisition is subject to conditions typical for such transactions. Completion is expected to generate future synergies through expanded sales opportunities, improved national product availability, and supply chain cost savings.

MaxiPARTS, which trades on the ASX under the symbol MXI, operates two brands: MaxiPARTS for aftermarket commercial vehicle parts, and Förch Australia, a supplier of workshop consumables across various industries.

Shares of MaxiPARTS were trading at $2.50, representing a premium of approximately 90.8% over the company’s volume-weighted average price over the past six months, according to the company’s calculations.

The Ares proposal and the Air Brake Systems acquisition are separate transactions, but the company said its existing cash position is sufficient to fully fund the acquisition regardless of the outcome of the Ares proposal.