Qube Holdings Limited has entered into a binding Scheme Implementation Deed with a consortium led by Macquarie Asset Management under which the consortium has agreed to acquire 100% of Qube’s shares by way of a scheme of arrangement.
Under the terms, Qube shareholders (other than UniSuper) are set to receive A$5.20 in cash per share, subject to the deduction of any cash dividends declared or paid before the scheme becomes effective. UniSuper will transfer its existing 15.07% stake for an equivalent interest in the consortium’s holding structure. The offer values Qube at approximately A$11.7 billion, representing a significant premium to recent share price levels.
The Scheme Implementation Deed allows for Qube to pay up to A$0.40 in total cash dividends (special and ordinary) before implementation, with any such dividends reducing the scheme consideration accordingly. The agreement outlines customary conditions, including regulatory approvals from the Australian Competition and Consumer Commission, the Foreign Investment Review Board, the New Zealand Overseas Investment Office, and relevant Papua New Guinea regulators, as well as required third-party consents, shareholder and court approvals, and no prescribed events that would materially impact Qube before the scheme becomes effective. There is no financing condition attached to the scheme, and a limited matching right regime exists for superior proposals. If the parties agree to extend the end date beyond mid-December 2026, a ticking fee could apply to the offer.
The board of Qube has unanimously recommended that shareholders vote in favour of the scheme, in the absence of a superior proposal and following an independent expert’s conclusion that the scheme is in shareholders’ best interests. Each director has also committed to vote any shares they hold in favour of the scheme under these conditions. The deed contains customary exclusivity and no shop and no talk obligations, with limited termination rights for material breaches.
A formal Scheme Booklet is expected to be issued to shareholders in due course, with the scheme meeting currently targeted for around June 2026. Qube shareholders are not required to take any action at this time.
KEY QUOTES:
“The scheme consideration represents a significant premium to the share price prior to announcement. It reflects the strength of the business today and the strong growth prospects Qube enjoys as a leading logistics provider across Australia, New Zealand and the region.”
John Bevan, Qube Chairman
“MAM’s offer underscores the value that has been created through our strategy for growth, the quality of our business, leadership team and people and the strength of our safety culture. I am confident that this transaction will provide the platform for the business to continue that evolution while maintaining our strong track record of enhancing supply chains and delivering outstanding customer service.”
Paul Digney, Qube Managing Director
“Macquarie Asset Management has extensive experience in developing supply chain infrastructure, security and resilience. We look forward to partnering with our co-investors and working with Qube’s world class management team, as the company enters its next phase.”
Ani Satchcroft, Macquarie Asset Management Co-Head of Infrastructure for Asia Pacific
