Mayfield Group Holdings (MYG) M&A announcement summary

Deal rationale and strategic fit

• Expands into underground mining, leveraging structural growth in demand for gold and critical minerals and addressing the depletion of surface deposits.

• SMEC’s expertise in mining electrical infrastructure and kiosk substations complements the acquirer’s integrated model, extending the value chain from design to maintenance and supporting electrification trends.

• Provides international revenue exposure through established export channels to Africa and Asia, without capital-intensive overseas operations.

• Enhances offerings in renewables and data centre sectors through SMEC’s product capabilities.

• Aligns with the goal of becoming a leading electrical infrastructure group in Australia.

Financial terms and conditions

• Enterprise value of up to $30 million, with 70% upfront ($21M: $14.7M cash, $6.3M scrip) and up to $9M earn-out, both funded 70% in cash and 30% in shares.

• Shares issued at $2.5315, subject to a 24-month escrow period.

• Earn-out contingent on FY2026 EBITDA target of $6M, finalised by 31 August 2026.

• Transaction is cash-free, debt-free, with normal working capital levels.

• Funded from existing cash reserves of $49.2 million as of 31 Dec 2025.

Synergies and expected cost savings

• SMEC’s kiosk substation and switchboard capabilities are directly applicable to renewables and data centre customers, creating cross-sector synergies.

• Acquisition expected to deliver over 20% pro-forma EPS accretion for FY26, including full-year earnings contribution and share dilution effects.

• Complementary capabilities create a comprehensive offering across the value chain.