Megaport (MP1) investor relations material

Strategic rationale and transaction overview

• Announced a fully underwritten A$200 million equity placement to fund the acquisition of Latitude.sh and accelerate network expansion, including a significant investment in India.

• Latitude.sh is a global, automated Compute-as-a-Service platform with US$43.1 million ARR as of September 2025, serving 1,150+ customers in 10 countries and 20 locations.

• Acquisition consideration totals up to US$300 million: US$150 million upfront (US$70 million cash, US$80 million in shares) and up to US$150 million contingent on revenue and integration milestones.

• The deal structure includes performance-based payments and integration incentives, with a new Compute Division to be established and Latitude.sh’s CEO leading it.

• The India expansion involves acquiring a local network operator, deploying hardware in 40 data centres, and investing c.A$43 million to accelerate market entry.

Financial impacts and growth outlook

• Latitude.sh has demonstrated a 51%+ CAGR in ARR from Sep-22 to Sep-25, reaching US$43.1 million, with a 50% adjusted EBITDA margin.

• The acquisition is accretive, with pro forma FY25 revenue and EBITDA increasing by 20%+ and 40%+ respectively, and a planned positive FCF contribution beyond the near-term growth phase.

• Payback on CPU server investments is estimated at 18 months, with a 3x money multiple over a 7-year server life.

• Combined pro forma financials (as of 30 June 2025) show revenue of A$282 million and adjusted EBITDA margin of 32%.

• Total pro forma liquidity post-transaction is A$161 million, supporting capex, contingent consideration, and growth initiatives.

Offer structure and funding details

• The equity raise consists of a fully underwritten institutional placement (A$200 million) and a non-underwritten SPP (up to A$20 million), with new shares issued at A$14.30, a 6.5% discount to last close.

• Upfront consideration for Latitude.sh is fully funded by the placement, with additional funds allocated for India expansion and balance sheet liquidity.

• Contingent consideration can be paid in cash or shares, subject to shareholder approval and capped share issuance.

• The offer timetable includes key dates from 10 November to early January 2026 for settlement and trading of new shares.

• Underwriting is provided by Merrill Lynch Equities (Australia) and UBS Securities Australia, with standard termination and indemnity provisions.