MaxiPARTS Adds Air Brake Systems, Opens Due Diligence after $2.50 Ares Bid

MaxiPARTS Limited (ASX: MXI) has opened exclusive due diligence with Ares Management Asia after receiving a conditional $2.50-a-share cash proposal that values the commercial vehicle parts distributor at an enterprise value of about $132 million.

The non-binding approach would see private equity funds managed or advised by Ares acquire all MaxiPARTS shares through a scheme of arrangement, with the offer price representing a 46% premium to the company’s $1.71 closing price on 2 September.

Shareholders would also retain the 5.46-cent final dividend due to be paid on 17 September, while any subsequent dividend or distribution would reduce the $2.50 offer price by its cash amount.

MaxiPARTS has separately agreed to acquire the assets of Air Brake Systems Unit Trust for $11.2m, adding a specialist braking components business while the Ares process proceeds.

Four-Week Exclusivity Period

The board has granted Ares four weeks of exclusivity to complete confirmatory due diligence and negotiate a binding scheme implementation deed, with a further two-week extension available if Ares confirms its offer price and terms.

Ares has received access to a data room, while the proposed transaction remains conditional on due diligence, funding, investment committee and board approvals, execution of acceptable binding agreements, and relevant regulatory approvals.

The MaxiPARTS directors intend to unanimously recommend a scheme at no less than $2.50 per share, subject to an independent expert continuing to conclude it is in shareholders’ best interests and no superior proposal emerging.

The proposal also contemplates a potential fully franked special dividend that could distribute franking credits to shareholders depending on their tax position, although the cash amount of any such dividend would reduce the offer price.

Air Brake Deal Adds Capability

Air Brake Systems has operated since 1991, employs 20 people, and generates about $20m in revenue from its Hornsby base and remote sales and technical staff supporting customers mainly along Australia’s east coast.

The business supplies brake system components for heavy-duty trucks, buses, and trailers, with around 60% of revenue generated from brake kits sold to trailer manufacturers and the balance from aftermarket parts, technical support, and telematics.

MaxiPARTS will pay 75% of the $11.2m purchase price on completion, with two further 12.5% payments due after one and two years subject to specified performance criteria, valuing the business at four times average operating EBITDA of $2.8m before synergies.

Expected to deliver 17% earnings per share accretion on a full-year basis before synergies, the acquisition will be funded from existing cash and debt facilities after MaxiPARTS ended FY26 with $7m of net cash.

MaxiPARTS expects potential benefits from broader product and technical capabilities, national distribution through its existing network, greater customer access for Air Brake Systems products and telematics services, and supply-chain and operating cost efficiencies.