Noumi Accepts Arrovest Bid to Resolve $610m Note Maturity

Noumi (ASX: NOU) will sell itself to its largest shareholder rather than face a $610 million convertible note repayment next year. The company entered a binding scheme implementation deed under which Arrovest will acquire all ordinary shares it does not already own.

Scheme shareholders receive $0.1234 cash per share, valuing Noumi's equity at about $34.2 million on a 100% basis. That is a 12.2% premium to the July 20 closing price and 30% above the 30-day volume-weighted average price.

The total transaction value is roughly $737 million when the equity and full note redemption are included. Current debt obligations stand at about $703 million, comprising the estimated redemption amount, net debt, and a limited-recourse facility.

Noumi's independent board committee unanimously recommended the share scheme and a separate option scheme. The recommendation is subject to no superior proposal emerging and an independent expert finding both arrangements in securityholders' best interests.

Chair Genevieve Gregor said the IBC viewed Arrovest's proposal as "the only credible and executable pathway identified that addresses the note maturity as part of a coordinated debt and equity solution and delivers a cash outcome to scheme shareholders and listed optionholders."

The company started a strategic review in August 2025. Over roughly a year, it tested a whole-company sale, individual business sales, recapitalisation, refinancing, and potential amendments or extensions to the note terms. None of those options could repay or refinance the notes in full on acceptable terms, or deliver comparable value to shareholders.

Arrovest separately agreed to buy 38.5% of the outstanding notes from institutional holders at a discount to their contracted redemption value. That lifts its holding to an expected 82%, potentially 83.5% if more noteholders accept an additional offer.

FY26 earnings snapshot

Noumi expects FY26 adjusted operating EBITDA of $61 million to $63 million, up from $57.4 million in FY25, based on preliminary unaudited accounts.