SEQ’s Takeover Withdrawal Leaves Eumundi Shareholders Committed to Scheme

Background to the Takeover Bid

SEQ Hospitality Group Pty Ltd launched an off-market takeover bid for Eumundi Group Limited (ASX: EBG) in late 2024, proposing to acquire all ordinary shares at a cash price of $1.62 per share. The bid was structured as a concurrent offer alongside a members' scheme of arrangement, designed to provide shareholders with two pathways to exit their holdings.

The takeover offer was conditional on the scheme not being approved by Eumundi shareholders or the Federal Court, creating a fallback option for SEQ should the scheme fail to gain the necessary support.

Scheme Approval and Court Sanction

On 31 January 2025, Eumundi shareholders overwhelmingly approved the scheme of arrangement at a formal meeting. This was swiftly followed by the Federal Court of Australia's sanction of the scheme on 4 February 2025, providing the legal green light for the transaction to proceed under the scheme terms.

With these approvals, the condition triggering SEQ's takeover offer was no longer met, as the scheme had secured the requisite majority and court endorsement.

Withdrawal of the Takeover Offer

SEQ Hospitality formally withdrew its takeover offer effective 5:00pm (AEST) on 6 February 2025, after obtaining consent from the Australian Securities and Investments Commission (ASIC) under section 652B of the Corporations Act. The withdrawal notice confirms that all unaccepted offers under the takeover bid are void, and any accepted offers are rendered invalid in accordance with the offer terms.

This procedural step ensures clarity for shareholders and the market, confirming that the scheme is now the sole mechanism for the acquisition of Eumundi shares by SEQ.

Implications for Shareholders and Market

For Eumundi shareholders, the withdrawal of the takeover offer removes the alternative cash exit option, consolidating the scheme as the definitive transaction route. The scheme’s approval and court sanction typically signal a smoother path to completion, reducing regulatory uncertainty.

From SEQ’s perspective, the withdrawal reflects a strategic acceptance of the scheme’s success and a shift away from pursuing the fallback takeover offer. This may streamline integration plans and reduce transactional complexity.

Looking Ahead

While the immediate takeover drama has concluded, the long-term impact on Eumundi’s operational and market positioning remains to be seen. Analysts and investors will be watching closely for how SEQ leverages the acquisition to enhance its hospitality portfolio and whether any residual shareholder concerns linger following the withdrawal of the cash offer.