profile

CAPITAL STACK

CAPITAL STACK - Issue #11


CAPITAL STACK ISSUE #11

Good Morning,

Welcome to this week's edition of the CAPITAL STACK Newsletter.

The Framework

A scheme of arrangement is a court supervised way to acquire a company. Instead of the bidder buying shares one by one, the whole shareholder base votes on a single transaction and, if the required approvals are met and the court signs off, everyone is transferred on the same terms.

It matters because schemes solve an execution problem. A bidder can line up funding, negotiate a single implementation deed, and aim for 100% control at once. For sellers, the board gets a cleaner process, an independent expert report, and a clearer decision point for shareholders.

In plain language, the commercial question is simple. Does the price compensate shareholders for giving up control today, and is the path to completion credible enough that the bid is actually bankable?

Worked example

Buyer offers A$5.00 per share for a listed target with 200 million shares on issue.

Equity value = A$5.00 x 200 million = A$1.0 billion

If the target has A$150 million of net debt, the implied enterprise value is A$1.15 billion.

If the independent expert says fair value is A$4.70 to A$5.20 per share, the offer sits inside the range.

Case Study

Insignia Financial's scheme booklet set scheme consideration at A$4.80 per share. The independent expert assessed value on a controlling interest basis at A$4.49 to A$5.08 per share. Insignia then announced APRA approval on 20 March 2026.

This Week in Deals

Count buys Oracle Group

Type: M&A / acquisition
Value: c.A$72.2 million enterprise value
Who: Count agreed to acquire 100% of Oracle Group, with c.A$53.9 million of upfront consideration and funding supported by a c.A$35.9 million placement plus scrip and debt.
Why it matters: This is classic platform consolidation in advice, where listed equity is being used to bring forward scale and adviser density rather than wait for organic accumulation.
Date of announcement: 31 March 2026.

IMDEX completes Krux Analytics acquisition

Type: M&A / acquisition
Value: Undisclosed.
Who: IMDEX completed its acquisition of Krux Analytics and said 100% of Krux’s revenue and operating result would be consolidated from 1 April 2026.
Why it matters: Software acquisitions like this are usually about pulling a digital layer closer to the core product set so revenue quality and customer stickiness both improve.
Date of announcement: 2 April 2026.

Eagers expands through Grand Motors and Audi assets

Type: M&A / strategic investment
Value: Undisclosed. Grand Motors generated about A$490 million of revenue in the 12 months to December 2025, while Audi Centre Melbourne and Audi Richmond generated about A$140 million.
Who: Eagers entered a non-binding term sheet to acquire 49% of Grand Motors Group and separately agreed to acquire Audi Centre Melbourne and Audi Richmond from Zagame Automotive Group.
Why it matters: This is a good example of scale being used flexibly, with one deal structured as a partnership and the other as outright dealership acquisition.
Date of announcement: 1 April 2026.

ParagonCare completes Haju Medical acquisition

Type: M&A / acquisition
Value: Undisclosed.
Who: Paragon Care Singapore, a wholly owned subsidiary of ParagonCare, completed the acquisition of 100% of Haju Medical.
Why it matters: Cross-border bolt-ons in healthcare distribution are usually less about headline scale and more about extending channel reach in adjacent markets.
Date of announcement: 2 April 2026.

Nickel Industries completes final ENC purchase

Type: Capital deployment / strategic acquisition
Value: US$46 million.
Who: Nickel Industries completed the acquisition of its final 2% interest in the Excelsior Nickel Cobalt HPAL project, lifting its ownership to 46%.
Why it matters: Moving from minority exposure toward larger ownership can matter most when the asset is nearing commissioning and value is shifting from build to operation.
Date of announcement: 2 April 2026.

Glow Capital buys into Menzies Facilities

Type: Private equity
Value: Undisclosed.
Who: Glow Capital agreed to acquire a majority stake in Menzies Facilities, a cleaning and facilities management business.
Why it matters: Service businesses with recurring contracts still suit private equity because the value creation levers are usually operational, not dependent on heroic revenue assumptions.
Date of announcement: 31 March 2026.

Alceon launches new co-investment fund

Type: Private equity / fundraising
Value: Up to A$100 million, with A$60 million already raised.
Who: Alceon’s private equity arm is raising a new co-investment vehicle aimed at mid-market opportunities.
Why it matters: Fresh co-investment capital usually tells you sponsors want more flexibility on deal sizing without relying entirely on the main fund.
Date of announcement: 31 March 2026.

Cauldron raises Series A2

Type: Growth capital
Value: US$13.25 million, about A$19 million.
Who: Cauldron raised a Series A2 round led by Main Sequence Ventures, with Horizons Ventures, SOSV and NGS Super also participating.
Why it matters: Growth capital in industrial biotech only works if the underwriting case rests on process economics and commercial deployment, not just a technology story.
Date of announcement: 24 March 2026.

Koala completes IPO

Type: Capital markets / IPO
Value: A$68.1 million at a A$305.3 million market valuation.
Who: Koala completed its ASX listing at A$3.40 per share, with the float used to bring in fresh capital and support the balance sheet.
Why it matters: Consumer IPOs are still possible, but the market is clearly paying for cleaner balance sheets and a credible earnings path rather than brand alone.
Date of announcement: 1 April 2026.

Arafura signs binding cornerstone equity agreements

Type: Strategic funding
Value: Approximately A$230 million, comprising about A$84 million from KfW and about A$146 million from Export Finance Australia.
Who: Arafura executed binding cornerstone equity agreements to support the Nolans Project and said the new commitments lifted disclosed equity raisings and binding commitments to A$911 million.
Why it matters: This is project funding momentum, where each binding commitment does less to change the story and more to close the remaining execution gap.
Date of announcement: 1 April 2026.

Capital Stack's View

Count buys Oracle in an East Coast expansion deal.

Count’s acquisition of Oracle Group brings 22 financial advisers across 14 east coast locations, about A$0.8 billion of funds under management and A$1.8 billion of funds under advice. For Count, that lifts employed adviser headcount from 76 to 98 and pushes the Wealth segment to about 59% of 1H FY26 pro forma EBITA from about 46%. That matters because in listed advice platforms, mix often does as much work as scale.

Count described the upfront acquisition enterprise value as about A$72.2 million, but only about A$53.9 million is payable at completion, made up of A$49.8 million in cash and A$4.1 million in Count shares. Another A$18.3 million of deferred cash sits in years 1 and 2 behind performance milestones, with a further potential earn-out of up to A$10.0 million over the same period. Some Oracle vendors are staying in scrip, that scrip is escrowed for 12 months, and certain shareholders have agreed to a 36 month non-compete. This acquisition isnt just a payout for partners, its a genuine transfer of value ties to delivery after completion.

Count have taken a measured approach to the funding arrangements for the acquisition. Count raised A$35.9 million in a fully underwritten placement at A$1.05 per share, which was a 7.5% discount to the last close of A$1.135 and an 8.7% discount to the 5 day VWAP of A$1.15. It is also running a share purchase plan for up to A$5.0 million, with a small director participation of A$315,000 subject to shareholder approval. The balance is being supported with scrip and a new debt facility, while Count says post-transaction pro forma net debt to EBITA should remain around 1.0x. That is probably the most important number in the announcement. The company is paying for strategic change without making the balance sheet the whole story.

Count is adding adviser capacity, east coast distribution and a larger base for investment solutions, but the more important outcome is that it moves the group further toward wealth revenue while still leaving room for future M&A. Completion is expected late in 1H FY26, subject to ACCC approval or notification waiver and other conditions. On a practitioner lens, that makes this less a bet-the-company acquisition and more a fairly disciplined piece of scale building much like the rest of Count's previous acquisitions, whether small or large.

Capital Transitions

Selected recent insolvency and capital transition signals that may intersect with deal flow or special situations:

Star's WhiteHawk bridge

Industry: Casinos and gaming
Appointment: WhiteHawk Capital Partners committed as rescue lender on a binding US$390 million refinancing package
Why it matters: This is a classic special situations bridge, where capital is provided against a narrow execution window and ongoing asset sale dependence.
Date of appointment or announcement: 30 March 2026

Liberty Bell Bay enters administration

Industry: Metals and industrials
Appointment: EY took over as voluntary administrator of Liberty Bell Bay
Why it matters: A hard asset industrial process under administration can quickly move from operating uncertainty to recapitalisation or asset sale logic.
Date of appointment or announcement: 23 March 2026

Infinity sale process under Teneo

Industry: Pharmacy retail
Appointment: Teneo was called in as administrator to run a sale of Infinity's portfolio
Why it matters: A large distressed retail footprint can still attract trade and special situations interest if buyer groups can solve the operating and regulatory complexity.
Date of appointment or announcement: 19 March 2026

GTG's DOCA recap continues

Industry: Diagnostics and life sciences
Appointment: Ross Blakeley and Paul Harlond of FTI Consulting continued as deed administrators while GTG progressed a DOCA and recapitalisation
Why it matters: This remains a live recap and residual asset monetisation story, which is exactly the sort of structure special situations investors keep tracking.
Date of appointment or announcement: 30 March 2026

Stay informed by subscribing here.

CAPITAL STACK
Understanding how capital really moves.

Market summaries are AI-assisted and may contain errors.
This is general information only, not financial advice.

Unsubscribe · Preferences

CAPITAL STACK

Each week, Capital Stack breaks down key Australian M&A, PE, and capital market activity; Early signals from restructures and capital transitions and one short opinion on a deal worth thinking about. Clear. Structured. Designed to help you understand why things matter.

Share this page