Lynch Group Holdings Limited is moving closer to a $269 million acquisition by Hasfarm Bidco, with a shareholder meeting scheduled for 21 November 2025 to vote on the proposed scheme of arrangement. The transaction offers Lynch shareholders a 23% premium and is backed by an independent expert report and unanimous board recommendation.
- Federal Court approves Lynch Scheme Meeting for 21 November 2025
- Scheme Booklet registered with ASIC including Independent Expert’s Report
- Hasfarm Bidco offers $2.155 cash per share, a 23% premium
- Lynch Directors and major shareholders unanimously recommend voting in favour
- Scheme subject to shareholder and court approval, with key dates through December
Background and Transaction Overview
Lynch Group Holdings Limited (ASX, LGL), a leading wholesaler and grower in the floriculture sector, is on the cusp of a significant ownership change. The company has entered into a Scheme Implementation Agreement with Darwin Aus Bidco Pty Ltd (Hasfarm Bidco), a subsidiary of Hasfarm Holdings Limited, for the proposed acquisition of all Lynch shares via a scheme of arrangement.
The Federal Court of Australia has approved the convening of a Scheme Meeting for Lynch shareholders, scheduled for 21 November 2025, where they will vote on the proposed transaction. The Scheme Booklet, which includes detailed information about the deal and an Independent Expert’s Report prepared by KPMG Financial Advisory Services, has been registered with ASIC and distributed to shareholders.
Scheme Consideration and Premium
The proposed Scheme Consideration is a cash payment of $2.155 per Lynch share, reflecting the agreed price of $2.245 per share less a fully franked dividend of $0.09 per share paid in September 2025. This price represents a premium of approximately 23.1% over the last closing price before the deal announcement and a premium of up to 28.9% over the six-month volume-weighted average price.
This valuation implies an equity value of $269 million and an enterprise value of $293 million for Lynch. The all-cash nature of the offer provides Lynch shareholders with certainty of value and an opportunity to realise their investment immediately.
Board and Shareholder Support
The Lynch Board unanimously recommends that shareholders vote in favour of the Scheme Resolution, subject to the absence of a Superior Proposal and the Independent Expert maintaining its positive opinion. Each director who holds Lynch shares has committed to vote in favour of the Scheme.
Major shareholders, including Next Capital and Bridge International Holding Limited, collectively controlling approximately 38.5% of Lynch shares, have also confirmed their intention to support the transaction. Hasfarm Bidco holds call options over nearly 20% of Lynch shares, which may be exercised to consolidate its position if a competing proposal emerges.
Key Dates and Next Steps
Following the shareholder vote on 21 November, the Federal Court will hold a second hearing on 27 November 2025 to consider approval of the Scheme. If approved, the Scheme will become effective on 28 November 2025, with Lynch shares suspended from trading on the ASX. The Scheme Record Date for determining entitlements is 2 December 2025, and the Implementation Date, when shareholders will receive their cash consideration and shares transfer to Hasfarm Bidco, is expected on 9 December 2025.
Shareholders who do not vote or vote against the Scheme will still be bound by the outcome if the Scheme is approved and implemented.
Risks and Considerations
The Scheme Booklet outlines various risks, including macroeconomic uncertainties, geopolitical risks related to Lynch’s operations in China, and the potential for a Superior Proposal to emerge. Shareholders are advised to carefully review the Independent Expert’s Report and consider the tax implications of the transaction, which vary depending on individual circumstances.
Should the Scheme not proceed, Lynch will remain listed on the ASX and continue its business independently, but the share price may decline absent a competing offer.
Funding and Post-Transaction Intentions
Hasfarm Bidco intends to fund the acquisition through a combination of Hasfarm’s cash reserves and syndicated debt facilities arranged with several banks. The funding arrangements are robust and not subject to financing conditions.
Post-transaction, Hasfarm Bidco plans to delist Lynch from the ASX and maintain the business operations without major changes, while reviewing organizational structure and employee capabilities to support growth.
Bottom Line?
As Lynch shareholders prepare to vote, the market awaits whether Hasfarm’s premium offer will secure approval and reshape the Australian floriculture landscape.
Questions in the middle?
- Will any Superior Proposal emerge before the shareholder vote or court approval?
- How will Hasfarm’s ownership influence Lynch’s strategic direction and operations post-acquisition?
- What are the detailed tax implications for different classes of Lynch shareholders under the Scheme?