FleetPartners signs binding $5.30-per-share scheme with PEP-backed SG Fleet

A binding agreement ends the takeover race

FleetPartners Group Limited has entered into a binding scheme implementation deed under which SG Fleet Management will acquire 100 per cent of the company's fully paid ordinary shares for $5.30 in cash per share, by way of a scheme of arrangement. SG Fleet is owned and controlled by funds managed and advised by Pacific Equity Partners. The company, which is listed on the ASX under the ticker FPR, says the price implies an equity value of approximately $1.131 billion, concluding a process the board describes as comprehensive and competitive. ³⁴

Capital Brief, citing the ASX announcement, reported that the binding deed was signed with Pacific Equity Partners-owned SG Fleet Management in a takeover deal worth around $1.13 billion. ²

Price, premium and dividend mechanics

The $5.30 cash consideration represents an 87.3 per cent premium to FleetPartners' last undisturbed closing price of $2.83 on 31 July 2026, the last trading day before SG Fleet's original approach, according to the company's announcement. It is also $0.65 per share above the leading revised non-binding proposals the company received on 14 September 2026. ³⁴

Under the deed, the consideration payable will be reduced by any FY26 final dividend of up to $0.14 per share and any special dividend of up to $0.12 per share paid before implementation, but not by the value of attached franking credits. Grafa reported that the structure allows FleetPartners to pay those dividends, enabling eligible shareholders to receive additional benefit from the franking credits attached to them. Any dividends remain at the board's discretion. ³⁴

A reimbursement fee of $11.24 million may be payable to SG Fleet in certain circumstances, according to the scheme terms published via the company's announcement. Following the announcement, Grafa reported the FleetPartners share price was trading up at $5.12. ³⁴

Board recommendation and conditions

The FleetPartners board has unanimously recommended that shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to the independent expert concluding the scheme is in shareholders' best interests. Chair Gail Pemberton said that, following a comprehensive and competitive process, the board was pleased to have reached a binding agreement with SG Fleet at an attractive value for shareholders, according to Financial Standard. ³¹

The scheme has no financing or due diligence conditions and is to be funded from existing cash, debt and equity from funds managed or advised by Pacific Equity Partners. It requires shareholder and Court approval, along with regulatory approvals including from the Foreign Investment Review Board, the New Zealand Overseas Investment Office, the Australian Competition and Consumer Commission and the New Zealand Commerce Commission. ³

A scheme meeting is expected in February 2027, with implementation expected in March 2027, according to the company's announcement. ³

The competitive process behind the deal

The agreement concludes a long-running bidding contest for the fleet management and leasing group. Capital Brief reported that the process followed a long-standing bidding war between SG Fleet, Tokyo-listed Orix Corporation and Toronto-listed Element Fleet Management. Financial Standard, however, characterised the contest as a bidding war with Japan-based Orix and Sumitomo Corporation. The two accounts of the rival bidders differ, and neither publication explains the discrepancy. ²¹

FleetPartners chief executive and managing director Damien Berrell said the transaction reflects the strength of the business the team has built, the deep and enduring relationships with customers, and the significant opportunities that lie ahead for FleetPartners, as quoted by Grafa. In remarks reported by Financial Standard, Berrell said the company had established a strong position in a growing market through a focus on customer service and disciplined execution of its strategy, and expressed excitement about working with SG Fleet to build on that foundation. ⁴¹

About FleetPartners and SG Fleet

FleetPartners Group Limited is an ASX-listed fleet management, vehicle leasing and salary packaging company headquartered in Sydney. It provides vehicle financing, fleet management and novated leasing services to corporate, government and individual customers in Australia and New Zealand. SG Fleet is described by its owner as a mobility solutions provider, and is owned and controlled by funds managed and advised by Pacific Equity Partners. ³¹