Noumi will be taken private by its largest shareholder, Arrovest, after signing a binding scheme implementation deed with the Perich family investment company, ending a year-long strategic review triggered by the $610 million redemption of its convertible notes due in May 2027.
Shareholders other than Arrovest will receive 12.34 cents cash per share, valuing Noumi’s equity at around $34.2 million. The offer is a 12.2 per cent premium to the last closing price of 11 cents and a 30 per cent premium to the 30-day volume weighted average price of 9.49 cents. Including the full note redemption amount, the transaction value is approximately $737 million, against total debt obligations of around $703 million.
The maker of MILKLAB, Australia’s Own, So Natural and Vital Strength said the deal was the only executable proposal to emerge from the review, which began in August 2025 with MA Moelis Australia as financial adviser and tested a sale, recapitalisation, refinancing and amendments to the note terms. No alternative was capable of repaying or refinancing the notes in full or offered comparable value to shareholders.
Arrovest, which is already Noumi’s largest shareholder and largest noteholder, will separately acquire 38.5 per cent of the notes on issue from institutional noteholders at a discount to the redemption value, lifting its holding to 82 per cent, and up to 83.5 per cent if remaining smaller holders accept. The company’s second largest institutional noteholder will retain its 16.5 per cent. Completion of the note acquisitions is expected around 31 July and is not conditional on the schemes proceeding.
The transaction closes the final chapter of the recapitalisation that saved the company. The notes were issued in May 2021 and May 2022 under the $265 million rescue package that followed the accounting scandal at the business then known as Freedom Foods Group, with the Perich family committing $200 million to the turnaround. The mandatory cash redemption at maturity, calculated as a multiple of face value, has loomed over the balance sheet since, with fair value adjustments on the notes repeatedly driving statutory losses despite improving operating earnings.
Given Arrovest’s interests, the board established an independent board committee (IBC) of non-executive directors Genevieve Gregor, Jane McKellar and Stuart Black to assess alternatives and negotiate with Arrovest. Michael Perich, Tony Perich and Tim Bryan were recused due to their associations with the Perich Group, with Michael Perich continuing to lead the company as CEO under IBC protocols.
The IBC unanimously recommends shareholders and listed optionholders vote in favour, subject to no superior proposal and an independent expert concluding the schemes are in their best interests.
Noumi chair and IBC member, Genevieve Gregor, said the company had made significant progress since the March 2021 recapitalisation.
“We’ve resolved major legacy matters, strengthened the operating platform, grown MILKLAB, improved the Dairy & Nutritionals business and continued to invest in the brands, channels and markets that support long-term growth. The support of our noteholders has been critical throughout that journey,” Gregor said.
“In the IBC’s view, Arrovest’s proposal is 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.”
Arrovest will also acquire Noumi’s listed options for 0.2 cents each under a separate scheme and will fund both schemes from cash on its balance sheet. There is no break fee. Each scheme requires approval by 75 per cent of votes cast and a majority in number of holders, with Arrovest excluded from voting.
A scheme booklet is due to shareholders on 2 October, scheme meetings are scheduled for 5 November, and implementation is expected on 27 November, at which point Noumi will be delisted from the ASX.
FY26 earnings up, but costs bite in the second half
Alongside the deal, Noumi released preliminary unaudited FY26 numbers, with group adjusted operating EBITDA expected at $61-63 million, up from $57.4 million in FY25 and building on the momentum reported at the half year.
Plant-based Milks delivered record revenue of $186.3 million, up 2.4 per cent, although segment adjusted operating EBITDA is expected to fall to $42-44 million from $50.3 million, reflecting an additional $6 million invested in the sales workforce, a new CRM platform and brand marketing, together with unrecovered cost increases in the second half, including those flowing from the Middle East conflict, which stripped around $2 million from operating EBITDA across the group.
MILKLAB brand sales rose 5.5 per cent for the year, with plant-based sales into retail up 44.6 per cent and MILKLAB Oat up 20.3 per cent. The HORECA channel told a tougher story, growing 2.5 per cent in the first half before declining 5.5 per cent in the second as domestic conditions tightened.
Dairy & Nutritionals continued its earnings recovery, with revenue up 11.6 per cent to $462 million and adjusted operating EBITDA expected to nearly double to $21-23 million from $11.1 million. Long-life dairy milk export sales jumped 49.4 per cent and now represent 40.4 per cent of long-life dairy revenue, while bulk cream revenue rose 33.5 per cent on stronger commodity pricing.
Noumi said it remains cautious on FY27, citing uncertainty around recovering input cost increases, a strengthening Australian dollar in export markets, and moderating commodity returns, and will continue its practice of not providing earnings guidance.
