• Mayfield Board unanimously recommends rejecting Embark's opportunistic offer
• Offer does not reflect Mayfield's improving performance under turnaround strategy
• Offer lacks meaningful premium and synergy benefits for Mayfield shareholders

On 7 November 2025, Embark Early Education Limited (ASX:EVO) announced its intention to make an off-market takeover offer to acquire all of the fully paid ordinary shares in Mayfield Childcare Limited (ASX:MFD). Embark is offering Mayfield shareholders the option to receive either 1 Embark Share for every 1.24 Mayfield Shares (Embark Share Offer) or $0.50 cash for every Mayfield Share (Embark Cash Offer). The Mayfield Board has carefully considered the Embark Offer and unanimously recommends that shareholders reject the offer. The key reasons are: 1) The Embark Offer is opportunistically timed and does not adequately reflect Mayfield's improving operational and financial performance as it executes its turnaround strategy. Mayfield has demonstrated strong occupancy growth, significant improvements in cost management and wage control, and a robust position heading into 2026. 2) The Embark Offer does not represent any meaningful premium to Mayfield's historical trading prices, particularly given limited liquidity and atypical trading conditions prior to the offer announcement. 3) The Embark Offer does not account for potential synergies and scale benefits from combining Mayfield and Embark. 4) Embark's plans for Mayfield's business may create a riskier vehicle for Mayfield shareholders electing to receive Embark Shares. 5) The offer does not have the support of Mayfield's largest shareholders (excluding Embark), together holding 21.94% of the company.