Goodman Group and Digital Realty have sought to build a stake of up to 9.9% in NEXTDC at A$9.50 a share, just weeks after the data centre operator cut FY27 guidance. The pair say they do not currently intend to bid for control, but have kept that option open.
- Institutional book build targeted up to 9.9% of NEXTDC at A$9.50 a share
- Final stake acquired remains unknown
- Goodman and Digital Realty reserved the right to make a future takeover bid
- NEXTDC called the move opportunistic after the M3 Melbourne delay and FY27 guidance revision
- Board appointed Barrenjoey, UBS, Cadence Advisory and Mallesons
Goodman and Digital Realty Target Up to 9.9%
NEXTDC Limited (ASX:NXT) is facing a potentially significant change to its shareholder register after Goodman Group (ASX:GMG) and Digital Realty Trust, Inc. (NYSE:DLR) sought to acquire up to 9.9% of the data centre operator through an institutional aftermarket book build.
The transaction was conducted on 4 November through Ackland Investments No.1, a vehicle owned equally by Goodman and Digital Realty, at A$9.50 per NEXTDC share. NEXTDC said it does not know the outcome, leaving the size of any resulting holding unconfirmed.
Potential Bid Reserved Despite No Current Proposal
Goodman and Digital Realty told investors through their broker that they had “no intention of submitting a control proposal or making a takeover bid for the Company at this time”, while reserving the right to do so. NEXTDC said its board is not in possession of a takeover proposal.
The wording leaves the immediate position clear but the longer-term possibility unresolved: there is no bid on the table, yet the investors have not ruled one out. Any bona fide approach will be considered by the board on its merits and in the best interests of all NEXTDC shareholders, the company said.
Share Raid Follows M3 Delay and Guidance Reset
NEXTDC described the move as “opportunistic”, noting that it came two weeks after the company announced a power delay at its M3 Melbourne project and revised FY27 guidance. That announcement was followed by a board and executive pay reset in which NEXTDC said its chairman would retire after a successor was appointed, director fees would be cut and the CEO would forgo FY27 incentive payments. The earlier changes are detailed in the M3 delay board reset.
The book build was open only to institutional investors, according to NEXTDC. The company has not said whether the A$9.50 price represents a premium or discount to the prevailing market price, and the filing does not establish the final ownership position secured by Ackland.
NEXTDC Brings in Four Advisers
NEXTDC has appointed Barrenjoey Advisory and UBS Securities Australia as joint lead financial advisers, Cadence Advisory as independent financial adviser and Mallesons as legal adviser. Shareholders do not need to take any action in relation to the announcement, the board said.
The next hard evidence is likely to be the final allocation from the book build and any resulting substantial holder disclosure. Until then, the market is left with an enlarged potential shareholder position, no formal control proposal and a stated right to change that position.
Bottom Line?
The immediate question is how much of NEXTDC Goodman and Digital Realty actually secured, and whether their reserved bid rights remain only a caveat or become the next phase of the dispute.
Questions in the middle?
- What final stake did Ackland acquire through the institutional book build?
- Will Goodman and Digital Realty make further purchases or change their stated position on a control proposal?
- How will NEXTDC’s revised FY27 guidance and M3 Melbourne delay influence any future approach or shareholder response?