Cluey Ltd to Acquire Art of Smart for $4.8M, Backed by Entitlement Offer

Strategic Acquisition to Broaden Learning Services

Cluey Ltd (ASX, CLU), an education technology and tutoring services provider, has announced its intention to acquire Art of Smart (AoS), a well-regarded tutoring company with a strong presence in both on-campus and online delivery. The acquisition, valued at approximately AUD 4.8 million based on FY25 normalized EBITDA, represents a significant step in Cluey’s strategy to expand its footprint in the growing and diverse learning support market.

AoS operates multiple campuses in New South Wales and offers a blend of 1-to-1 tutoring, group sessions, and self-study materials, targeting senior secondary students. This complements Cluey’s existing services, which span online tutoring, holiday camps, and curriculum-aligned programs for a broader age range.

Funding the Deal and Growth Ambitions

To finance the acquisition and subsequent integration, Cluey is launching a fully underwritten 2-for-11 non-renounceable entitlement offer priced at $0.07 per share, aiming to raise approximately $4.5 million. The offer price reflects a modest discount to recent trading prices, signaling confidence in the deal’s value proposition. Key insiders, including Chairman Robert Gavshon and Executive Deputy Chairman Mark Rohald, have committed to fully subscribe to their entitlements, underscoring management’s alignment with shareholders.

The funds raised will cover the initial cash component of the acquisition, integration costs, and growth capital to support the rollout of new AoS campuses and the blending of digital and physical learning experiences.

Unlocking Synergies and Omnichannel Expansion

The acquisition is expected to unlock multiple synergies. Cluey plans to leverage its proprietary data, technology platforms, and sales infrastructure to accelerate AoS’s campus expansion nationally. The integration will also broaden Cluey’s product portfolio by incorporating AoS’s high-demand senior secondary subjects and study skills coaching, while enriching AoS’s offerings with Cluey’s self-study content and AI-enabled tools.

Importantly, the deal positions Cluey to capitalize on the hybrid learning trend, combining online and offline modalities to meet evolving student preferences. AoS’s physical learning centres will serve as enrolment hubs and brand touchpoints, complementing Cluey’s digital assets and enhancing customer lifetime value.

Financial Profile and Outlook

AoS has demonstrated consistent revenue growth with a compound annual growth rate of 22% over seven years, alongside improving gross margins and EBITDA margins, driven by a shift toward higher-margin on-campus delivery. The combined pro forma group is expected to benefit from operational efficiencies and cross-selling opportunities, supporting Cluey’s path toward profitability and scale.

Completion of the acquisition is targeted for January 9, 2026, subject to due diligence and customary conditions. Investors should note that forward-looking projections carry inherent uncertainties, and the final purchase price remains subject to financial due diligence review.