---
title: "G8 Education enters into Process Deed with Majority Capital Partners"
url: https://g8education.edu.au/news/g8-education-enters-into-process-deed-with-majority-capital-partners
description: "G8 Education has confirmed today that it has entered into a Process Deed with Majority Capital Partners."
type: post
date: 2026-11-12
modified: 2026-11-12
---

# G8 Education enters into Process Deed with Majority Capital Partners

G8 Education Limited (ASX:GEM) (‘G8’ or ‘the Company’) today confirmed that it has received a non-binding and indicative proposal from Majority Capital Partners to acquire 100 per cent of G8's shares by way of a scheme of arrangement for consideration of A$0.26 per G8 share, less the cash amount of any future dividends declared or paid by G8. G8 has also entered into a Process Deed with Majority Capital Partners, under which Majority Capital Partners will have exclusivity for up to six weeks to undertake confirmatory due diligence while the parties negotiate the terms of a potential Scheme Implementation Deed (SID).

The offer price of A$0.26 per share represents:

- a 160 per cent premium to G8’s last closing price of A$0.100 per share on 11 November 2026;
- a 177 per cent premium to G8’s 1-month volume weighted average price of A$0.094 per share up until 11 November 2026; and
- a 143 per cent premium to G8’s 3-month volume weighted average price of A$0.107 per share up until 11 November 2026.

Majority Capital Partners has received a combination of bank highly confident and equity commitment letters, which together reflect the full consideration payable under the Proposal.

The Proposal and entry into any binding SID remain subject to a number of conditions, including:

- Satisfactory completion of confirmatory due diligence by Majority Capital Partners;
- Entry into a SID on terms and conditions acceptable to G8 and Majority Capital Partners;
- Approval by Majority Capital Partners’ investment committee of the final transaction terms and documentation, along with binding debt and equity commitments; and
- A unanimous recommendation from the G8 Board that shareholders vote in favour of the Proposal, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Proposal is in the best interests of G8 shareholders.

The Process Deed does not oblige either party to proceed, no binding agreement has been reached and there is no certainty that the current discussions will result in a transaction. G8 shareholders do not need to take any action at this time.

 G8 Education Chief Executive Officer and Managing Director, Pejman Okhovat, said:

"The Board has agreed a process for Majority Capital Partners to undertake confirmatory due diligence and will continue to act in the best interests of G8 Education, team members, families and shareholders. Our priorities remain unchanged. Every day, thousands of G8 team members are focused on providing high-quality education and care for children and supporting families across our network of centres. It is business as usual for our centres, support office and teams, and we remain focused on delivering for children, families and our communities."

G8 Education will continue to keep the market informed in accordance with its continuous disclosure obligations. However, G8 does not intend to comment further on the proposal or market speculation unless and until there is a material development requiring disclosure.