MAAS Group wins FIRB clearance for construction materials sale

FIRB approval clears a major transaction condition

MAAS Group Holdings Limited (ASX:MGH) has cleared another important hurdle in its proposed sale of the construction materials division to Heidelberg Materials Australia, after the Treasurer, through the Foreign Investment Review Board, issued a notice of no objection.

The approval removes the transaction’s FIRB condition and follows Australian Competition and Consumer Commission clearance granted on 31 July. With both regulatory approvals now in hand, the deal has moved into its final execution phase, although completion is not yet unconditional.

Shareholder vote and Asphalt acquisition remain outstanding

MAAS shareholders must approve the sale at the company’s annual general meeting on 24 September. Wesley Maas and Emma Maas have confirmed their intention to vote, or arrange for the voting of, all shares they hold or control in favour of the transaction.

A second condition is the completion of MAAS’s acquisition of the remaining shares in Asphalt Operators Australia, which the company expects to complete on 25 September. Subject to both conditions being satisfied or waived, settlement of the Heidelberg transaction remains scheduled for October 2026.

Up to $1.703 billion remains payable

FIRB approval does not alter the agreed economics. MAAS is due to receive cash consideration of up to $1.703 billion, comprising $1.583 billion payable at settlement, subject to applicable purchase price adjustments, plus a further $120 million linked to commercial milestones.

That structure leaves the final value above the upfront payment dependent on both settlement adjustments and the achievement of the specified milestones. For MAAS, the next immediate test is therefore not a new regulatory decision but the shareholder vote, followed by completion of the Asphalt Operators transaction and confirmation that the October timetable holds.