• Maas Group Holdings to divest its Construction Materials division to Heidelberg Materials Australia for $1.703 billion
• Transaction includes $120 million in contingent consideration linked to operational and commercial milestones
• Proceeds to be used to support growth in digital infrastructure, electrification, and AI-related opportunities

Maas Group Holdings Limited (ASX: MGH) has entered into a Share Sale Deed for the sale of its Construction Materials division to Heidelberg Materials Australia (HMA), a subsidiary of Heidelberg Materials AG, for a total cash consideration of up to $1.703 billion. The transaction includes $120 million in contingent consideration linked to the achievement of agreed post-completion operational and commercial milestones. Certain freehold land will be retained by MGH and leased to HMA under long-term commercial lease arrangements. The transaction is subject to customary conditions and approvals, including ACCC and FIRB approvals, as well as MGH shareholder approval. The Maas Shareholders have confirmed their intention to vote in favor of the proposed transaction. MGH is undertaking a strategic development to expand from servicing traditional infrastructure to include next-generation infrastructure, such as digital infrastructure, electrification, and AI-related opportunities. The expected proceeds from the transaction are intended to be used to support growth in these areas, as well as potential capital management initiatives, including capital returns and share buybacks, subject to final transaction proceeds, post-transaction requirements, and approvals. MGH has also made a strategic minority equity investment of $100 million for an approximate 1.7% interest in Firmus Grid Limited, a vertically integrated developer and operator of next-generation AI infrastructure.

MGH is positioning itself to participate in the next wave of infrastructure investment, combining digital, AI, and electrification opportunities. The Australian data-centre and electrification markets present scalable, high-value growth opportunities that align with MGH's asset-light, technology-enabled delivery model.