Ingenia Communities Group (ASX:INA), a leading operator, owner, and developer of communities offering quality affordable rental and holiday accommodation focused on Australia’s growing seniors’ market, has announced the receipt of an unsolicited, non-binding indicative proposal from AVID Property Group Holdings Pty Ltd. The proposal, backed by a global sovereign wealth fund and a global financial sponsor, seeks to acquire 100% of Ingenia’s stapled securities via a scheme of arrangement for $5.35 cash per stapled security. This price would not be reduced by a Permitted Distribution of up to $0.05 for the half-year ending December 2026, bringing the potential total cash consideration to $5.40 per security.
The AVID Indicative Proposal is subject to several conditions, including satisfactory due diligence, the unanimous recommendation of the Ingenia Board, and the agreement of a scheme implementation deed. This deed would contain customary terms, such as necessary regulatory approvals from FIRB and ACCC, and standard exclusivity provisions. AVID intends to fund the proposal through a combination of equity and debt, noting that definitive transaction documents would not be subject to a financing condition. Furthermore, AVID indicated plans to transfer Ingenia’s holiday parks business to Tasman Holiday Parks post-implementation, a move that would not be a condition of the acquisition.
Following careful consideration, the Ingenia Board has determined it appropriate to enter into a process deed with AVID, granting a period of “soft” exclusivity of up to six weeks, subject to a customary fiduciary out. This action has led to the termination of Warburg Pincus’ access to Ingenia’s data room. Importantly, the Ingenia Board has not concluded that the AVID Indicative Proposal constitutes a ‘Bidder Superior Proposal’ under its existing scheme implementation deed with Peet Limited. Ingenia stated it continues to adhere to its obligations under the Peet SID and is progressing its proposed acquisition of Peet. There is no certainty that AVID’s proposal will lead to a binding offer, and Ingenia securityholders are advised that no action is required at this time.
