Qube Holdings has inked a scheme implementation deed with a Macquarie Asset Management-led consortium, valuing the company at approximately $11.7 billion and offering shareholders a 27.8% premium. The deal, subject to regulatory and shareholder approvals, sets the stage for a significant shift in the Australian logistics landscape.
- Macquarie-led consortium to acquire 100% of Qube via scheme of arrangement
- Offer values Qube at $11.7 billion, a 27.8% premium to pre-deal share price
- Shareholders (excluding UniSuper) to receive $5.20 cash per share less dividends
- UniSuper to exchange 15.07% stake for equivalent consortium holding
- Deal subject to regulatory approvals, shareholder and court consent
A Landmark Deal in Australian Logistics
Qube Holdings Limited (ASX – QUB), a major player in the logistics and infrastructure sector, has entered into a definitive agreement to be acquired by a consortium led by Macquarie Asset Management (MAM). The transaction, structured as a scheme of arrangement, values Qube at an enterprise value of approximately $11.7 billion, reflecting a substantial 27.8% premium to the company's last closing share price before the deal process began.
Details of the Offer and Shareholder Consideration
Under the terms of the scheme implementation deed, Qube shareholders, excluding UniSuper, will receive $5.20 cash per share, adjusted for any dividends declared or paid after the agreement date. UniSuper, which holds a significant 15.07% stake in Qube, will instead exchange its shares for an equivalent interest in the consortium's holding structure, aligning its interests with the new ownership group.
The offer price represents a premium not only to the last closing price but also to the volume-weighted average price since Qube's FY25 results announcement, underscoring the consortium's confidence in Qube's growth prospects and operational strength.
Regulatory and Shareholder Approvals on the Horizon
The transaction is subject to a comprehensive set of customary conditions precedent, including approvals from key regulatory bodies such as the Australian Competition & Consumer Commission, the Foreign Investment Review Board, the New Zealand Overseas Investment Office, and the Papua New Guinea Independent Consumer and Competition Commission. Additionally, shareholder approval at a scheme meeting and court sanction are required to finalise the deal.
Qube's board has unanimously recommended the scheme to shareholders, contingent on the absence of a superior proposal and a positive report from an independent expert confirming the transaction is in shareholders' best interests. Board members have also committed to vote their shares in favour of the scheme.
Strategic Implications and Future Outlook
Qube's chairman, John Bevan, highlighted the premium as a reflection of the company's current strength and future potential as a leading logistics provider across Australia, New Zealand, and the broader region. Managing Director Paul Digney expressed confidence that the transaction would provide a robust platform for continued growth and innovation, maintaining Qube's reputation for enhancing supply chains and customer service.
From the consortium's perspective, Ani Satchcroft of Macquarie Asset Management emphasised their extensive experience in infrastructure and supply chain resilience, signalling a commitment to partnering with Qube's management to drive the company's next phase of development.
Next Steps and Timetable
The process is set to advance with a scheme booklet to be issued to shareholders, detailing the transaction and its implications. Key milestones include court hearings in April and June 2026, followed by the scheme meeting expected around June. The implementation date is anticipated in July 2026, pending all approvals and conditions being met.
Financial and legal advisors UBS and Allens are supporting Qube through the transaction, while Grant Samuel & Associates has been appointed as the independent expert.
Bottom Line?
As Qube moves toward a transformative ownership change, investors will watch closely for regulatory green lights and any rival bids that could reshape the deal dynamics.
Questions in the middle?
- Will regulatory bodies impose conditions that could alter the transaction's terms or timing?
- Could a superior proposal emerge, challenging the consortium's offer?
- How will UniSuper's transition from shareholder to consortium partner influence governance?