Eildon Capital Group has recommended that securityholders accept Samuel Terry Asset Management’s unsolicited $0.875 per security takeover offer, which represents a 24% premium to recent trading prices. An independent expert has deemed the offer fair and reasonable, but uncertainties remain around board composition and liquidity post-offer.
- Unsolicited takeover offer by Samuel Terry Asset Management at $0.875 per security
- Independent Expert concludes offer is fair and reasonable
- Offer represents 24% premium to last closing price before announcement
- Eildon Independent Board Committee unanimously recommends acceptance
- Risks include potential delisting and reduced liquidity for minority securityholders
Background and Offer Details
Eildon Capital Group (ASX, EDC), a listed real estate investment and funds management business, has formally responded to an unsolicited off-market takeover bid by Samuel Terry Asset Management Pty Ltd (STAM). The offer values each Eildon stapled security at $0.875 cash, a significant 24% premium to the closing price prior to the offer announcement on 8 September 2025.
The offer is conditional on STAM, which already holds a 63.08% stake, increasing its relevant interest to at least 90.8% of Eildon securities. The offer period is scheduled to close on 22 October 2025 unless extended.
Independent Expert and Board Recommendation
Grant Thornton Corporate Finance, engaged as the Independent Expert, has concluded that the offer is both fair and reasonable to independent securityholders. Their valuation places Eildon’s net asset value per security between $0.79 and $0.91, with the offer price comfortably within this range.
The Eildon Independent Board Committee (IBC), led by independent director Matthew Reid, has unanimously recommended that securityholders accept the offer in the absence of a superior proposal. The IBC highlights the premium offered, the limited liquidity of Eildon securities on the ASX, and the certainty of value the offer provides compared to the risks of remaining a minority securityholder.
Portfolio and Strategic Context
Eildon’s portfolio comprises a mix of real estate credit and equity investments, including residential developments in Melbourne such as Kings/Newport Village and Malvern Road, Toorak, as well as childcare assets via the MNL Property Trust and an agricultural land joint venture in Burdekin, Queensland. The group has recently undergone strategic repositioning towards a low-cost listed investment platform focusing on smaller-scale, primarily third-party sourced opportunities.
However, the group faces challenges including recent impairments on key loans, notably a $4.4 million provision related to the Kings/Newport Village mezzanine loan and a $1.9 million provision on the Malvern Road preference equity. These impairments, coupled with the limited liquidity of Eildon securities and a thin free float, have contributed to a decline in trading prices and increased uncertainty.
Risks and Post-Offer Considerations
The Target’s Statement outlines several risks for securityholders who choose to reject the offer. These include the possibility of compulsory acquisition if STAM reaches the required ownership thresholds, potential further declines in trading price and liquidity, and uncertainty regarding the future composition and intentions of the Eildon board under STAM’s increased influence.
STAM has indicated its intention to delist Eildon from the ASX as soon as practicable, which may negatively impact liquidity and the ability of remaining minority securityholders to exit their investments. The IBC cautions that while the offer price is slightly below Eildon’s net asset value as at 30 June 2025, the risks of further impairments and market pressures could lead to a decline in value.
Investor Guidance and Next Steps
Securityholders are encouraged to carefully review the Target’s Statement and the Independent Expert’s Report, and to seek independent financial, legal, and tax advice tailored to their personal circumstances. The IBC and the Independent Expert agree that the offer provides a rare opportunity to realise value at a premium to recent market prices with certainty, especially given the limited liquidity and risks inherent in remaining invested.
The offer remains open until 7, 00pm Sydney time on 22 October 2025, with STAM able to extend the period or improve the offer price. Securityholders who accept the offer will receive payment promptly once the offer becomes unconditional.
Bottom Line?
As the offer period unfolds, investors must weigh the certainty of a premium cash exit against the uncertainties of Eildon’s future under STAM’s control and potential delisting.
Questions in the middle?
- Will any superior takeover proposal emerge before the offer closes?
- What changes will STAM implement in Eildon’s board and management post-acquisition?
- How will potential delisting affect liquidity and valuation for remaining minority securityholders?