JLG enters into Scheme Implementation Deed with PEP

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Stock Johns LYNG Group Ltd (JLG.ASX)
Release Time 11 Jul 2025, 8:26 a.m.
Price Sensitive Yes
 JLG enters into Scheme Implementation Deed with PEP
Key Points
  • JLG to be acquired by PEP at $4.00 per share, valuing JLG at $1.1 billion
  • Scheme consideration represents a 77% premium to JLG's closing share price prior to PEP's offer
  • Independent Directors unanimously recommend the Scheme in absence of a superior proposal
Full Summary

Johns Lyng Group (ASX: JLG) has entered into a Scheme Implementation Deed with Sherwood BidCo Pty Ltd (Bidder), an entity owned and controlled by funds managed and advised by Pacific Equity Partners Pty Limited and certain of its affiliates (PEP), under which Bidder has agreed to acquire 100% of the ordinary shares in JLG by way of a Scheme of Arrangement at a price of $4.00 per JLG Share. The Scheme Consideration values JLG's equity at approximately $1.1 billion and implies an enterprise value of $1.3 billion. The Scheme Consideration represents an attractive valuation for JLG Shareholders, including a transaction multiple of FY25(F) EV/EBITDA of 10.3x on a post-AASB 16 basis, and implies a significant premium of 77% to JLG's closing share price prior to the receipt of PEP's non-binding offer, and 57% to JLG's closing share price as at 6 June 2025. The Independent Directors of JLG, comprising all directors other than Scott Didier and Nick Carnell, unanimously recommend that JLG Shareholders vote in favour of the Scheme in the absence of a Superior Proposal and subject to the Independent Expert concluding that the Scheme is in the best interests of JLG Shareholders. The Scheme is fully funded and subject to limited customary conditions, including certain regulatory approvals, approval by JLG Shareholders, and Court approval. It is expected that the Relevant Shareholders, including JLG's largest shareholder Scott Didier, will vote at a separate Scheme meeting to the other JLG Shareholders.