Lynch Shareholders to Receive $2.245 Per Share in Hasfarm Takeover

Deal Overview

Lynch Group Holdings Limited (ASX, LGL), a key player in the horticulture and floriculture sector, has entered into a Scheme Implementation Agreement with Hasfarm Holdings Limited and its acquisition vehicle Darwin Aus Bidco Pty Ltd. Under this agreement, Hasfarm Bidco will acquire 100% of Lynch’s shares through a court-approved scheme of arrangement.

The agreed cash consideration is $2.245 per Lynch share, representing a substantial 34.3% premium to the six-month volume weighted average price (VWAP) of $1.67 leading up to the announcement. This premium underscores Hasfarm’s confidence in Lynch’s long-term potential and provides Lynch shareholders with immediate liquidity at an attractive valuation.

Dividend and Shareholder Considerations

In a move to reward shareholders irrespective of the scheme’s implementation, Lynch has declared a fully franked final dividend of $0.09 per share, payable on 18 September 2025. Shareholders on the dividend record date of 3 September 2025 will receive this dividend in addition to the scheme consideration.

Notably, shareholders who acquire Lynch shares after the dividend record date will receive a slightly reduced scheme consideration of $2.155 per share if the scheme proceeds. This distinction ensures fairness and clarity around entitlements during the transition period.

Board and Major Shareholder Support

The Lynch board has unanimously recommended that shareholders vote in favour of the scheme, contingent on the Independent Expert concluding that the transaction is in shareholders’ best interests and no superior proposal emerging. Directors with relevant shareholdings have committed to vote their shares in favour, signaling strong internal confidence.

Backing this endorsement, major shareholders collectively holding approximately 38.5% of Lynch’s shares; including Next Capital III entities, Izzac Pty Ltd, and Bridge International Holding; have publicly declared their intention to support the scheme under the same conditions.

Conditions and Timetable

The scheme remains subject to customary conditions precedent, including shareholder approval at a court-ordered meeting, regulatory consents from ASIC and ASX, and final court approval. The Independent Expert, appointed from KPMG Financial Advisory Services, will provide a detailed report assessing the scheme’s merits for Lynch shareholders.

The indicative timetable sets the Scheme Booklet lodgement with ASIC for 1 October 2025, followed by the first court hearing on 21 October. The Scheme Meeting is expected in late November, with implementation anticipated in December 2025, assuming all approvals are secured.

Strategic Rationale and Future Outlook

Hasfarm, controlled by private equity fund TPG Capital Asia, aims to leverage the combined strengths of both companies to expand across the Asia Pacific region. Hasfarm’s CEO Aad Gordijn highlighted the potential for enhanced supply security and access to premium flower markets spanning China, Japan, and Australia, promising immediate benefits for Australian retailers and consumers.

Lynch’s CEO Hugh Toll and Non-Executive Director Peter Clare have expressed optimism about the transaction, emphasizing the premium valuation and the opportunity to realise shareholder value while positioning Lynch’s assets and people for future growth under Hasfarm’s ownership.