
Vysarn acquires NewGround in major shares deal
Vysarn (ASX:VYS) announced the acquisition of NWG Enterprises after entering into a binding share sale agreement.
Under the terms of the agreement, Vysarn will acquire 100% of NewGround’s issued shares for a total consideration of up to 33 million Vysarn shares and $25 million in cash on a debt-free basis with an agreed $6 million in working capital at completion.
The transaction structure comprises an upfront payment followed by contingent deferred payments tied to NewGround's future EBIT performance over the next three years.
The upfront component consists of $8.33 million in cash and 28.6 million shares (valued at $0.7576 each), creating an initial equivalent consideration of $30 million.
Subsequent deferred cash and share tranches are dependent on NewGround meeting specific EBIT milestones escalating from $7.5 million in Year 1 to $8.5 million by Year 3.
Based on NewGround’s assessed maintainable EBIT of $7.0 million, the deal implies an enterprise value to EBIT multiple ranging between 4.3x and 5.9x, depending on performance targets met.
The deal is highly lucrative, with projections indicating it will be approximately 25% earnings per share accretive to Vysarn shareholders on a pro forma basis, utilising forecasted FY26 figures.
At the time of reporting, Vysarn’s share price was $0.96.