SHAPE Expands Retail Fitout Reach with $29.4 Million APS Acquisition

Strategic Acquisition to Boost Earnings and Capabilities

SHAPE Australia Corporation Limited (ASX:SHA) is set to deepen its footprint in the retail fitout sector through the acquisition of Australian Professional Shopfitters (APS) in a deal potentially worth $29.4 million. The transaction comprises $20.4 million upfront; split between cash and scrip; and up to $9 million in contingent consideration tied to APS’s EBITDA performance over the next two years. This move is expected to lift SHAPE’s normalised earnings per share by approximately 5-7% in its first full year of ownership, marking a significant accretive step for the company.

Vertically Integrated Retail Shopfitting Platform

Founded in 1998, APS operates a 5,000 square metre manufacturing facility in Melbourne and boasts a well-established offshore procurement network honed over two decades. Its vertically integrated model covers the full retail shopfitting lifecycle; from design and manufacturing to logistics and installation coordination; allowing efficient delivery of repeatable retail rollout programmes. Approximately 80% of APS’s projects are valued under $500,000, reflecting a strong focus on multi-site retail store rollouts that align with SHAPE’s strategic push towards repeatable, programme-based work.

The acquisition brings APS’s FY25 revenue of $32.5 million and a future maintainable EBITDA of around $5.3 million into SHAPE’s portfolio, enhancing the group’s margin profile and diversifying its retail capabilities. APS’s experienced leadership team will continue managing day-to-day operations for a minimum of two years, ensuring continuity and smooth integration.

Complementing Existing Retail Assets and Broadening Reach

APS complements SHAPE’s existing retail fitout capabilities, including the Arden Fitout and Maintenance business acquired late last year. Together, these assets position SHAPE as a comprehensive service provider across flagship store delivery, national rollout programmes, refurbishments, and ongoing maintenance services. The combined offering strengthens SHAPE’s ability to serve complex retail clients and supports cross-selling opportunities with APS’s established customer base, which includes Australia’s largest retail brands with client tenures averaging around 12 years.

Beyond retail, the acquisition adds valuable manufacturing and procurement capabilities that SHAPE intends to leverage across its broader construction and fitout sectors, potentially reducing reliance on any single market segment. This aligns with SHAPE’s broader growth strategy, which has recently been bolstered by record project wins and an expanding pipeline, as evidenced by its record $1.16B project wins and Arden acquisition boosting retail reach.

Transaction Structure and Conditions

The upfront consideration includes $17.4 million in cash and $3 million in SHAPE shares issued to the vendor, Handa Manufacturing Pty Ltd, with the shares subject to a 12-month escrow. The earn-out component is split evenly between cash and shares, contingent on APS’s EBITDA performance in FY27 and FY28, with shares tied to FY27 subject to escrow restrictions. Completion is expected around 1 July 2026, pending customary conditions including ACCC clearance and lease consents.

CEO Peter Marix-Evans highlighted the acquisition’s strategic fit, noting it “strengthens vertical integration, broadens our service offering and is expected to be earnings accretive from year one.” The deal is also expected to enhance SHAPE’s margin profile and add resilience to the business, supporting sustainable long-term growth.