• Proposal from Advanced Innergy Solutions not in best interests of Matrix shareholders
• Matrix's proposed post-transaction shareholding does not reflect valuation contribution
• Proposal involves acquiring AIS at an implied valuation that is not compelling for Matrix

Matrix Composites & Engineering Ltd (ASX: MCE) has received a confidential non-binding indicative proposal from Advanced Innergy Solutions Pty Ltd (AIS) for a potential reverse merger transaction. The proposal contemplates a merger under which Matrix would acquire the privately owned AIS in exchange for the issue of new Matrix shares, resulting in Matrix shareholders holding approximately 20% of the merged group and AIS shareholders holding approximately 80% (pre-capital raising). The proposal also includes a significant capital raising of the merged group. After careful consideration and consultation with its advisers, the Matrix Board has unanimously determined that the proposal is not in the best interests of its shareholders. The Board believes Matrix's proposed post-transaction shareholding does not fairly reflect the valuation each party contributes to the merged group, and the proposal involves Matrix acquiring AIS at an implied valuation that does not appear compelling for Matrix shareholders. The proposal is also highly conditional, including the requirement to complete a material capital raising. The Board remains firmly focused on executing Matrix's business strategy and delivering value for shareholders, including pursuing significant near-term opportunities in the Subsea market.