SG Fleet wins FleetPartners with $1.13b binding deal

SG Fleet has won the contest for FleetPartners Group, signing a binding deal to buy the fleet management and leasing company for $5.30 a share in cash, valuing it at about $1.13 billion.

The price is 65 cents a share above the highest proposals received on 14 September, when ORIX and a Sumitomo consortium each offered $4.65, and SG Fleet $4.55. It is an 87.3% premium to FleetPartners’ undisturbed close of $2.83 on 31 July, the day SG Fleet made its first approach at $3.60.

The FleetPartners board unanimously recommends shareholders vote in favour of the scheme of arrangement, in the absence of a superior proposal and subject to an independent expert finding it is in shareholders’ best interests.

“The board is pleased to have reached a binding agreement with SG Fleet at an attractive value for FleetPartners shareholders,” says FleetPartners chair Gail Pemberton.

FleetPartners chief executive Damien Berrell says the deal “reflects the strength of the business our team has built”.

SG Fleet chief executive Robbie Blau describes the acquisition as “a significant milestone for SG Fleet”.

FleetPartners shares traded at around $5.12 after the announcement.

How the deal is structured

SG Fleet is owned by funds managed or advised by Pacific Equity Partners. It will pay for FleetPartners from existing cash, debt and equity from PEP-managed funds, and the deal is not conditional on financing or further due diligence.

FleetPartners may pay an FY26 final dividend of up to 14 cents a share and a special dividend of up to 12 cents before the deal completes. Any dividend paid will come off the $5.30, though shareholders keep the franking credits. A reimbursement fee of $11.24 million may be payable by FleetPartners in specified circumstances.

The scheme needs shareholder and court approval, along with clearance from the ACCC, Australia’s foreign investment regime, New Zealand’s Overseas Investment Office and the New Zealand Commerce Commission. Certain warehouse financing arrangements also need change-of-control consents.

A scheme booklet with the independent expert’s report is due in December, with a shareholder vote expected in February and completion in March 2027.

320,000 vehicles

SG Fleet manages about 240,000 vehicles across Australia and New Zealand and FleetPartners more than 80,000, giving the merged business more than 320,000.

Schemes of arrangement need 75% of votes cast. Mitsubishi Motors holds 19.93% of FleetPartners, a stake it built from 2024. It has not publicly said how it will vote.

Element Fleet Management, owner of Custom Fleet, withdrew from the process in September.