RWC Enters Into Scheme Implementation Deed with Brookfield
RWC Signs Binding Scheme Implementation Deed with Brookfield and Commences “Go Shop” Arrangements
Reliance Worldwide Corporation Limited (ASX: RWC) (“RWC” or “the Company”) announces it has entered into a scheme implementation deed (“SID”) with a company on behalf of Brookfield Capital Partners LLC (together with its affiliates and their managed funds, “Brookfield”) under which Brookfield will acquire 100% of the ordinary shares in RWC for US$3.38 cash per share (“Cash Consideration”) by way of scheme of arrangement (“Scheme” or the “Transaction”).
Background
The execution of the SID follows a series of unsolicited, non-binding, indicative proposals received from Brookfield in April and May 2026, which offered cash consideration of A$4.15, A$4.25, and A$4.50 per RWC share.
RWC provided Brookfield with access to non-public information for an initial eight-week due diligence period, resulting in a meaningfully improved proposal of A$4.75 per share in early August 2026.
Following the execution of a Process Deed on 18 August 2026, Brookfield was granted a four-week exclusivity period to complete its confirmatory due diligence. Following the completion of Brookfield’s confirmatory due diligence and negotiations in relation to binding documentation, the parties have signed the SID in relation to the Transaction.
Overview of the offer
It is proposed that Brookfield will acquire all of the ordinary shares in RWC for cash consideration of US$3.38 for each RWC share. The Cash Consideration, which is now denominated in US dollars, implies a value of A$4.75 per share based on the prevailing AUD/USD exchange rate of 0.7122 on 15 September 2026.
The Cash Consideration being denominated in USD aligns with RWC’s reporting currency, cash flows and declared dividends.
The Transaction reflects an enterprise value for RWC of approximately US$2.9 billion and implied EV / FY26 EBITDA multiple of approximately 12.1x on a post-AASB16 basis1 (US$2.8 billion and 12.9x on a pre-AASB16 basis2), as announced on 18 August 2026. Based on the prevailing AUD/USD exchange rate of 0.7122 on 15 September 2026, the Cash Consideration represents an approximately 31.5%, 32.7% and 43.0% premium to the undisturbed last close, 3-month VWAP and 6-month VWAP, respectively.3
Shareholders will have the option to elect for the delivery of their Cash Consideration in US dollars or Australian dollars at Transaction implementation. The amount of the Australian dollar denominated cash consideration delivered will be impacted by the prevailing exchange rate immediately prior to implementation.
Details of the “Go Shop” and key terms and conditions of the SID
As disclosed on 18 August 2026, under the terms of the SID, Brookfield has agreed to a “Go Shop” provision with RWC that permits RWC and its advisers, until 15 October 2026, to solicit alternative proposals from other parties, including providing due diligence information and negotiating the terms of any proposal and may allow RWC to terminate the SID to pursue a “Go Shop” Proposal at any time (subject to complying with Brookfield’s matching right).
Following the end of the Go Shop period, customary deal protection restrictions and fiduciary exceptionsapply.
A break fee of US$25.3m is payable to Brookfield in certain circumstances set out in the SID. A reverse break fee of US$25.3m is payable to RWC in certain circumstances set out in the SID.
The Scheme is conditional upon the satisfaction or waiver (as applicable) of certain conditions, including:
- RWC shareholders agreeing to the Scheme at a meeting of shareholders (“Scheme Meeting”);
- court and regulatory approvals;
- the issue of an Independent Expert’s Report that concludes that the Scheme is in the best interests of RWC shareholders; and
- other customary conditions, including that no material adverse change occurs prior to the second court date.
A summary of key terms in the SID is included in Appendix A. A full copy of the SID, which includes the full details of the terms and conditions of the Scheme, is attached to this announcement.
RWC Board recommends shareholders vote in favour of the proposed Scheme
Upon careful consideration of the merits of the Transaction, including consultation with its external financial and legal advisers, the Directors of RWC unanimously recommend that shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of shareholders. Subject to those qualifications, each Director of RWC intends to vote, or cause to be voted, all of the RWC shares held or controlled by them or on their behalf in favour of the Scheme.
RWC Chair, Russell Chenu said: “The Board is unanimous in its view that this Transaction is in the best interests of RWC shareholders. The Board has carefully assessed the proposal on a fundamental valuation basis, considering RWC’s strategic position, long-term growth opportunities and cash generation. The Board also considered the execution risk to deliver future growth, as well as the broader macroeconomic and geopolitical environment, against the certainty of value delivered by the Cash Consideration and unanimously recommends that RWC shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of shareholders.
In addition, the “Go Shop” process provides us with the opportunity to explore broader buyer interest in RWC which will allow shareholders to be fully informed when making their decision on the Transaction.”
Indicative timetable and next steps
Further details of the Scheme will be included in the Scheme Booklet that will be sent to RWC shareholders ahead of the Scheme Meeting. The Scheme Booklet will also contain an Independent Expert’s Report that assesses whether the Scheme is in the best interests of RWC shareholders, in the absence of a superior proposal. The Board has appointed Grant Thornton Corporate Finance Pty Ltd as the Independent Expert. This documentation is expected to be sent to RWC shareholders in November 2026.
Subject to the conditions of the Scheme being satisfied and Court approval, the Scheme is currently expected to be implemented in Q1 2027. These dates are indicative and may change due to a number of factors, including if the Go Shop process results in third party interest.
Brookfield has agreed to pay to RWC shareholders a ticking fee of 0.0263 USD cents per share per day from 1 April 2027 until (and including) implementation of the Transaction, if implementation has not occurred by 31 March 2027.
RWC shareholders do not need to take any action at the present time.
RWC is being advised by Goldman Sachs and Oaktower Partnership as financial advisers and Herbert Smith Freehills Kramer as legal adviser.
Please refer to the PDF announcement for full details and additional information.
For investor enquiries, please contact: For media enquiries please contact:
Phil King Ben Wilson
Group Investor Relations Director Teneo
+61 499 986 189 +61 407 966 083
Email: [email protected] Email: [email protected]
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1Based on current fully diluted shares outstanding of 759.7m, FY26 net debt including lease liabilities of US$351m (A$493m), FY26 adjusted EBITDA of US$242m (A$340m) and AUD/USD exchange rate of 0.7122.
2Based on current fully diluted shares outstanding of 759.7m, FY26 net debt excluding lease liabilities of US$243m (A$342m), FY26 adjusted EBITDA of US$219m (A$307m), including rent expense of approximately US$23m (A$33m) and AUD/USD exchange rate of 0.7122.
3The Cash Consideration of US$3.38 per share equates to A$4.75 based on the prevailing AUD/USD exchange rate of 0.7122 as at 15 September 2026. Undisturbed market data based on 17 August 2026 market close, prior to the announcement of the Process Deed on 18 August 2026.
ENDS