Volution Group (FAN) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of a leading underground ducting ventilation provider expands presence and solutions portfolio in the Australasian mining sector, especially gold and copper, and aligns with energy transition and healthy air trends.

• Complements existing above-ground mining solutions, leveraging established logistics and management resources, and strengthens market leadership.

• The acquired company is a market leader with strong client relationships, high repeat revenue, and serves over 150 mines in 15 countries.

• The business is highly cash generative, asset-light, and has a strong, repeatable revenue stream from long-term blue-chip customers.

• The deal was hotly contested, with the seller choosing the buyer due to alignment on purpose and customer intimacy.

Financial terms and conditions

• Total consideration up to AUD $178.9m (£89.5m): AUD $150m (£75m) upfront, up to AUD $28.9m (£14.5m) contingent on EBITDA growth in 2027 and 2029.

• 2025 revenue for the acquired company is AUD $47.7m, with adjusted EBITDA of approximately AUD $17.1m and margins over 30%.

• Funded through cash and debt, with pro forma leverage at 1.8x at completion, expected to reduce to 1.5x by July 2026.

• Immediate earnings accretion expected upon completion in early February 2026.

Synergies and expected cost savings

• Leverages extensive functional and management resources both locally and across the wider group for operational efficiencies.

• Opportunity to enhance margins through upselling premium products, leveraging group procurement, and integrating with above-ground mining applications.