Noumi sets $0.1234 per share scheme price in $737 million deal with Arrovest

Arrovest Moves to Take Full Control of Noumi

Noumi Limited (ASX:NOU) has entered a binding Scheme Implementation Deed with Arrovest Pty Ltd, its largest shareholder and noteholder, to acquire all outstanding ordinary shares it does not already own. The deal, structured as a scheme of arrangement, values Noumi's equity at approximately $34.2 million, with shareholders to receive $0.1234 cash per share. This represents a notable 12.2% premium to the last closing price and a 30% premium to the 30-day volume-weighted average price.

The transaction is a strategic response to Noumi’s looming $610 million mandatory cash redemption of convertible notes due in May 2027. Including the full notes redemption and equity value, the deal’s total transaction value is about $737 million. Arrovest’s proposal emerged as the sole executable option after a year-long strategic review that explored various refinancing or sale alternatives.

Independent Board Committee Backs Scheme

The Independent Board Committee (IBC), comprising Genevieve Gregor, Jane McKellar and Stuart Black, unanimously recommends the scheme to shareholders and optionholders, contingent on no superior proposal emerging and a positive opinion from the Independent Expert. Each IBC director also intends to vote in favour of the scheme, subject to these conditions.

Arrovest has also agreed to acquire all listed options in Noumi (ASX:NOUO) at $0.002 per option under a separate scheme. Convertible redeemable preference shares will convert to ordinary shares before the scheme’s implementation, while unvested employee options, currently out of the money, are expected to be cancelled.

Strategic Review and Note Acquisitions

Noumi’s extensive strategic review, supported by financial advisers MA Moelis Australia and legal advisers Arnold Bloch Leibler, found no alternative proposal capable of refinancing or repaying the notes on acceptable terms. The review considered whole-of-company sales, business unit divestments, recapitalisation, and note amendments.

Arrovest plans to acquire approximately 38.5% of the outstanding notes from certain institutional holders at a discount to redemption value, increasing its noteholding to about 83.5%. These secondary transactions provide liquidity for noteholders unwilling to extend maturities, although they do not alter Noumi’s contractual redemption obligations.

FY26 Financial Update and FY27 Outlook

Noumi expects FY26 adjusted operating EBITDA of approximately $61 million to $63 million, up from $57.4 million in FY25. The increase reflects growth in both Plant-based Milks and Dairy & Nutritionals segments, with record revenue in plant-based milks at $186.3 million and an 11.6% increase in Dairy & Nutritionals revenue to $462 million.

However, the company flagged challenges in H2 FY26, including unrecovered input cost increases partly linked to the Middle East conflict and softer domestic demand. Plant-based Milks segment EBITDA is expected to decline due to increased marketing investments and cost pressures, while Dairy & Nutritionals continue their earnings recovery.

Looking ahead to FY27, Noumi remains cautious amid macroeconomic uncertainties, particularly regarding input cost recovery. The company highlighted ongoing investments in sales and marketing, new product formulations like Milklab Soy, and expects continued growth opportunities in export and retail channels, offset by anticipated moderation in commodity returns.

Scheme Conditions and Timetable

The scheme is subject to customary conditions precedent, including shareholder and court approvals, regulatory consents, and the Independent Expert’s ongoing endorsement. Arrovest must also complete the note acquisition transaction.

Key dates include the first court hearing on 2 October 2026, scheme meetings on 5 November 2026, and expected scheme implementation by 27 November 2026. Shareholders and optionholders are advised no immediate action is required until the dispatch of the Scheme Booklet.

This transaction marks a pivotal moment for Noumi as it seeks to navigate a significant debt maturity while providing shareholders with a premium exit opportunity. The strategic review’s failure to identify alternative proposals underscores the complexity of Noumi’s capital structure and refinancing challenges.