SG Fleet Group Limited (ASX: SGF) is a leading provider of vehicle leasing, fleet management, and salary packaging solutions in Australia. Recently, it has been the focus of a major acquisition deal led by Westmann Bidco Pty Limited, an entity managed by Pacific Equity Partners. The acquisition is structured as a scheme of arrangement, requiring shareholder approval SG Fleet Group Limited listed on the ASX on 26 February 2025 at an issue price of $ 3.455 per share.
Shareholder Approval & Valuation Insights
Westmann Bidco Pty Limited, backed by Pacific Equity Partners, is acquiring all shares of SG Fleet through a scheme of arrangement.
This acquisition aligns with SG Fleet’s growth strategy and provides shareholders with a definitive exit strategy at a competitive valuation.
As SG Fleet’s largest shareholder, Super Group needed to obtain approval from its own shareholders before proceeding with the disposal of its stake. The general meeting resulted in the successful approval of both resolutions required for the transaction.
This marks a crucial step in finalising the acquisition process.
An independent review conducted by Grant Thornton Corporate Finance Pty Ltd assessed the fairness of the deal. The expert’s report concluded that the acquisition is fair and reasonable, reinforcing that the $3.50 per share cash consideration is within an appropriate valuation range of $3.35 – $3.80 per share.
The report also indicated that the Topco Shares issued to management shareholders are unlikely to be valued higher than the cash consideration.
SG Fleet’s Board Endorsement and Next Steps for Shareholders
The board of SG Fleet unanimously recommended that shareholders vote in favour of the scheme, provided no superior proposal emerges. Directors have also committed to voting in favour of the deal for shares under their control, further strengthening confidence in the transaction’s benefits.
SG Fleet shareholders will have an opportunity to vote on the scheme in an upcoming general meeting scheduled for April 8, 2025. The company has encouraged shareholders to review the Scheme Booklet and Independent Expert’s Report before making their final decision.
Voting can be conducted virtually or via proxy submission, ensuring broad participation in the decision-making process.
The acquisition of SG Fleet marks a transformative moment for the company and its shareholders. With board approval, independent expert validation, and shareholder backing, the deal is progressing toward completion, pending final procedural approvals.