Embark launches takeover bid for Mayfield Childcare

Embark Early Education Limited has formally launched an off-market takeover bid for all ordinary shares of Mayfield Childcare Limited. The offer, dated December 19, 2025, provides Mayfield shareholders with a choice of 1 Embark Share for every 1.24 Mayfield Shares (Scrip Consideration), implying a value of A$0.50 per Mayfield share, or a cash consideration of A$0.50 per Mayfield Share. If no election is made, the default consideration will be Scrip Consideration. This offer represents a 6.4% premium to Mayfield's closing price on December 18, 2025.

The bid is subject to certain conditions, including Embark obtaining a Relevant Interest in at least 90% of all Mayfield Shares. Embark currently holds a 19.9% Relevant Interest in Mayfield Shares, acquired on October 27, 2025, for A$0.50 per share. The cash consideration for the takeover, up to A$30,254,469.50, will be funded from Embark’s existing cash reserves, an institutional placement of A$12,000,000 completed on December 19, 2025, and a proposed institutional placement in January 2026.

Embark views the acquisition as complementary to its existing operations, aiming to expand its national footprint, streamline administration, and leverage shared resources across a combined group of 84 education and childcare centers. Embark projects an ability to provide 100% of the Offer Consideration and anticipates that Mayfield shareholders who elect to receive Scrip Consideration may be eligible for CGT rollover relief if Embark acquires 80% or more of Mayfield shares.