Big River Industries has agreed to a $1.62-a-share cash scheme with CTL, valuing its equity at approximately $156 million and securing support from shareholders controlling 59.5% of the register. The deal remains conditional on ACCC, Court, independent expert and shareholder approvals, with completion targeted for early 2027.
- $1.62 cash offer represents a 45.9% premium to Big River’s latest closing price
- Board unanimously recommends the scheme, subject to an Independent Expert’s favourable opinion
- Anacacia and NAOS intend to vote their combined 59.5% holding in favour
- Special dividend of up to $0.21 per share may be declared, but would reduce the scheme consideration dollar-for-dollar
- ACCC clearance, shareholder and Court approval remain outstanding
CTL Offer Puts $156 Million Value on Big River
Big River Industries (ASX:BRI) has agreed to a binding scheme implementation deed with CTL (Aust) Pty Ltd, under which CTL will acquire the shares it does not already own for $1.62 in cash per share. The offer values Big River’s equity at approximately $156 million and represents a 45.9% premium to the $1.11 closing price on 12 November, before the announcement.
The premium rises to 47.2% against Big River’s one-month VWAP and 35% against its three-month VWAP. The board said the cash offer provided greater certainty in an uncertain operating environment, while acknowledging the company’s long-term growth prospects and the limited liquidity created by its concentrated share register.
Major Shareholders Provide a Clear Voting Signal
Big River’s board unanimously recommends the scheme, subject to an Independent Expert concluding that it is in shareholders’ best interests and no superior proposal emerging. Directors also intend to vote their holdings in favour.
More consequentially, funds managed by Anacacia Capital and NAOS Asset Management have told the company they intend to support the transaction. Their combined stake is approximately 59.5%, comprising 28.8% and 30.7% respectively. That support gives the proposal a substantial starting advantage at the shareholder vote, although the scheme still requires the relevant statutory approval thresholds.
The transaction arrives after a period in which Big River had been weighing strategic options. Its latest operating update reported first-quarter FY27 revenue growth of 10.5%, while the strategic review update had left the outcome unresolved. The new deed converts that uncertainty into a defined cash-exit proposal, rather than an assurance that the company’s independent growth plan will continue under ASX ownership.
Special Dividend May Change the Cash Mix
Big River may declare a fully franked special dividend of up to $0.21 per share, subject to available franking credits and cash reserves. That payment is not additional to the headline $1.62: the cash amount of any special dividend paid before the scheme becomes effective will reduce the scheme consideration by the same amount. The value of attached franking credits will not be deducted.
CTL currently owns 19.9% of Big River and will fund the acquisition through a combination of existing cash reserves and debt finance, supported by a financier commitment letter. The deed contains no financing condition, but the eventual Scheme Booklet and Independent Expert’s report will provide the more detailed assessment of the proposal available to shareholders.
ACCC and Court Approvals Still Stand Between Deal and Delisting
The scheme must clear Australia’s merger-control process, receive shareholder and Federal Court approval, and obtain a favourable Independent Expert’s opinion. The parties are also required to address change-of-control provisions in a limited number of contracts, while the deed includes customary material-adverse-change and prescribed-occurrence protections.
Big River and CTL are targeting implementation in the first quarter of calendar 2027. If completed, CTL’s nominees are expected to join the board, existing directors not retained by CTL are to resign, and Big River will ultimately leave the ASX. The deal therefore offers shareholders a substantial premium, but the next important document is not the announcement itself: it is the Scheme Booklet, where the independent valuation, special-dividend treatment and conditions will be tested in detail.
Bottom Line?
The headline premium and 59.5% intended shareholder support make the scheme look well advanced, but the final value depends on the special dividend decision and the outcome of ACCC, Court and Independent Expert review.
Questions in the middle?
- Will the Independent Expert regard $1.62 per share as fair given Big River’s recent EBITDA growth and FY27 ambitions?
- How much of the permitted $0.21 special dividend can Big River support without weakening the business before completion?
- Will ACCC clearance and key contract consents arrive without delaying the targeted first-quarter 2027 implementation?