Tasmea (TEA) M&A announcement summary

Deal rationale and strategic fit

• Acquisition of JPS Group expands presence in LNG, gas, and energy infrastructure, adding a specialist services platform with strong Tier-1 client relationships and unique tech-enabled isolation offerings.

• JPS provides embedded skilled workforces and brings complementary shutdown, operations, and project execution expertise, enhancing service breadth and cross-sell opportunities.

• International expansion is underway, leveraging JPS’s client base in the USA and Africa.

• The deal aligns interests by retaining all five JPS founders/owner-led management with significant equity and a four-year earn-out, incentivizing performance and ensuring continuity.

• Acquisition supports a twin pillar/programmatic strategy of organic growth and targeted acquisitions.

Financial terms and conditions

• Total consideration up to AUD 75 million: AUD 50 million upfront (AUD 24.5 million cash, AUD 25.6 million scrip) and up to AUD 25 million earn-out over four years, contingent on JPS achieving at least AUD 12 million EBIT annually.

• Upfront scrip issued at AUD 8.50 per share; earn-out paid only if EBIT targets are met, reducing if below target.

• Upfront EV/EBIT multiple is approximately 5x FY26e underlying EBIT of AUD 10 million.

• Acquisition is fully funded from existing banking facilities, with no equity raise required; post-deal net leverage forecast at 0.85x net debt to pro forma FY26e EBITDA.

Synergies and expected cost savings

• Significant cross-sell revenue synergy potential by leveraging JPS’s embedded Tier-1 client relationships.

• Operational synergies expected through shared corporate services, labor platforms, and procurement scale, including insurance savings.

• Synergies are not included in the quoted 5% EPS accretion for FY26e.