SHAPE Australia (SHA) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands presence in retail and fuel fit-out sectors, enhancing national fitout and construction capabilities and adding expertise in facilities maintenance and multi-site project delivery.

• Supports growth and diversification strategy by entering new market segments and strengthening market position with blue-chip clients.

• Provides access to long-term contracts and recurring revenue streams, especially in facilities maintenance.

• Enables cross-selling opportunities and accelerates growth for both entities through established client bases.

• Strong cultural and operational alignment, with both companies valuing long-term client relationships and repeat business.

Financial terms and conditions

• Upfront payment of AUD 25 million, subject to working capital adjustments, with a total acquisition multiple of 4x pro forma FY 2026 EBITDA.

• Earnout of up to AUD 7 million over two years, contingent on net profit performance.

• Funded through a mix of AUD 15 million debt facility, cash, and excess cash reserves.

• Purchase price subject to working capital adjustments at completion.

• Free cash flow of the acquired business is estimated at AUD 3–5 million.

Synergies and expected cost savings

• No material cost savings identified at this stage; focus is on revenue synergies and cross-selling through established client bases.

• Additive to overall margin profile, leveraging complementary capabilities.

• Potential to develop multi-site rollout expertise for a broader client range.