Johns Lyng Group (JLG) has entered into a binding agreement with Sherwood BidCo Pty Ltd, a company controlled by Pacific Equity Partners (PEP) and its affiliates, for a full acquisition of JLG’s ordinary shares.
The transaction, structured as a scheme of arrangement, offers shareholders $4.00 per share, valuing the company’s equity at approximately $1.1 billion and its enterprise value at $1.3 billion.
The offer price represents a significant premium compared to recent trading values, including a 77% increase over the closing price on May 15, the day before PEP’s initial approach.
The premium also extends to 57% above the closing price on June 6, as well as notable uplifts over the 30-day and 90-day volume weighted averages for the stock.
Under the proposed scheme, all shareholders, except for management and employee shareholders, will receive cash consideration.
Management and employee shareholders will have the option to receive some or all of their consideration in shares of the bidder’s holding company, at the same effective price.
JLG’s independent board committee – consisting of non-executive chair Peter Nash and directors Peter Dixon, Alison Terry, and Alexander Silver – has unanimously recommended that shareholders vote in favour of the scheme, subject to the absence of a superior proposal and a positive conclusion from the independent expert’s assessment.
“We are pleased that PEP has recognised the value of JLG’s integrated building services operations across Australia, New Zealand, and the United States. The scheme is an attractive transaction that provides JLG shareholders with the opportunity to receive cash at a material premium,” said JLG chair Peter Nash.
The directors have also indicated their intention to vote their own shares in favour of the transaction, under these same conditions.
Scott Didier, managing director and CEO of JLG and the company’s largest shareholder with a 17.64% stake, has entered into a co-operation deed with Sherwood BidCo. This deed includes:
Didier will also have the option to receive scrip consideration and will enter into a margin loan agreement with Sherwood TopCo Ltd.
Other senior executives – including Nick Carnell, Matt Lunn, and Adrian Gleeson – have agreed not to dispose of their shares before the scheme is implemented or the agreement is terminated. They have also committed to elect scrip consideration for certain shares and to enter into margin loan agreements. These commitments do not extend to voting requirements.
The scheme is subject to a range of regulatory and shareholder approvals. These include clearance from the Foreign Investment Review Board, a Hart-Scott-Rodino filing with US authorities, and consents from ASIC and ASX.
Shareholder meetings to approve the scheme are expected to take place in October, with a scheme booklet to be distributed beforehand. If approved, implementation is targeted for November.
The agreement includes standard exclusivity provisions, such as no-shop and no-talk clauses, notification requirements, and a matching right for any competing proposals. There is also a provision for an $11 million break fee if the scheme is terminated under specified circumstances.
This transaction is taking place against a backdrop of increased mergers and acquisitions activity in both Europe and the Asia-Pacific region.
Recent industry analysis from WTW indicates that European acquirers outperformed their regional index by 9.4 percentage points for deals exceeding $100 million in the first half of 2025.
The Asia-Pacific region also recorded growth, with 100 deals completed in the past six months, up from 69 in the same period last year, largely due to a rise in Chinese transactions.
