PERTH: GenusPlus Group Ltd. said Monday it has agreed to acquire 100% of Universal Communications Group Holdings Ltd., a New Zealand-based telecommunications construction and maintenance provider, in a deal worth up to about NZ$65 million ($39.5 million).

The ASX-listed infrastructure services company said it will pay upfront cash consideration of about NZ$38.25 million, deferred cash consideration of about NZ$1.75 million payable over two years, and contingent earn-out payments of up to NZ$25 million tied to UCG’s adjusted earnings before interest and taxes in fiscal years 2027 and 2028.

The upfront payment is subject to customary completion and post-completion adjustments, including for cash, debt and working capital.

UCG, founded in 2013, provides telecommunications construction and maintenance services to Tier 1 network owners across New Zealand and the Pacific Islands. It has had a relationship of more than 10 years with Chorus, New Zealand’s largest telecommunications infrastructure company, and holds a long-term contract to deliver Chorus’ maintenance, build and provisioning work in the upper North Island, including Greater Auckland.

UCG employs about 150 staff across six New Zealand offices. Based on unaudited management accounts, it generated fiscal 2026 revenue of about NZ$96 million and adjusted EBIT of about NZ$7.8 million.

Genus said the acquisition implies an upfront multiple of 5.1 times EV/EBIT, based on the NZ$40 million in upfront and deferred consideration and unaudited fiscal 2026 adjusted EBIT. The multiple would be 5.0 times if the maximum earn-out target is achieved.

The earn-out is structured in two equal NZ$12.5 million tranches. The fiscal 2027 payment requires adjusted EBIT of NZ$9.9 million for full payment, with nothing payable if adjusted EBIT is NZ$7.6 million or below and pro rata payment between those thresholds. The fiscal 2028 payment requires adjusted EBIT of NZ$13 million for full payment, with nothing payable at or below NZ$9.9 million and pro rata payment between the two figures.

Genus said the acquisition is expected to be immediately earnings accretive and will be funded from its existing cash balance and syndicated debt facility.

“UCG is a highly complementary acquisition that will add scale and capability to our services business and establish a platform for further growth in New Zealand,” Genus Managing Director David Riches said. “UCG’s longstanding relationship with Chorus, experienced team and proprietary SiteTRAX workorder management system bring valuable expertise in delivering and maintaining large-scale communications networks.”

UCG founder Ralf Luna said joining Genus represents “an exciting next chapter” for the company.

“Becoming part of Genus will give us access to broader capabilities and resources to better support our customers and pursue new opportunities,” Luna said. “With our existing management team continuing to lead the business, we look forward to building on these foundations and creating further opportunities for our people.”

UCG’s existing key management personnel will continue to manage the business, and all staff will be offered continued employment, Genus said.

Completion is subject to conditions including receipt of change-of-control consents for UCG’s material contracts and property leases, and a direction order from the New Zealand Overseas Investment Office. The deal is indicatively expected to close by the end of October 2026. If conditions are not satisfied or waived within 40 business days of the share purchase agreement’s execution, the agreement may be terminated unless extended.

Sternship Advisers acted as corporate adviser to Genus. Quigg Partners served as New Zealand legal adviser and Gilbert + Tobin as Australian legal adviser. RSM Australia acted as financial due diligence adviser and RSM New Zealand as tax due diligence adviser.

GenusPlus describes itself as an end-to-end specialist service provider for essential power, rail and communications infrastructure, serving customers in the resources, energy, utilities, rail and communications sectors across Australia and New Zealand.