New Hope has signed a binding scheme implementation deed (SID) to acquire all remaining shares in Malabar Resources that it does not already own, through a scheme of arrangement recommended by both companies’ boards, for around $1.2bn (A$1.8bn).
The transaction will create a combined group with a market capitalisation of approximately A$6.3bn.
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Under the terms of the agreement, Malabar shareholders, excluding New Hope, will receive 0.500 New Hope ordinary shares for each Malabar share held.
Based on New Hope’s closing share price of A$5.84 per share on 16 October 2026, this equates to A$2.92 per Malabar share.
Following completion, existing New Hope shareholders will hold roughly 79% of the combined entity, while Malabar shareholders, aside from New Hope itself, will own around 21%. On a 100% basis, Malabar will represent approximately 29% of the group.
The boards of both companies have unanimously supported the deal, with the Malabar board recommending shareholders vote in favour, subject to customary conditions.
Malabar, an unlisted public company, owns the Maxwell Mine in New South Wales’ (NSW) Upper Hunter Valley.
The Maxwell Mine is approved to produce up to eight million tonnes of run-of-mine coal per year and began longwall production in April 2026. The mine is situated next to New Hope’s existing Bengalla operations.
New Hope CEO Rob Bishop said: “This transaction provides a clear pathway to unlock the full value of the Maxwell Mine for both shareholder groups.
“For New Hope shareholders, this on-strategy transaction brings 100% of the Maxwell Mine into the New Hope portfolio, at compelling and accretive terms.”
Upon implementation, expected by March 2027 pending shareholder, court and regulatory approvals, Malabar nominees Wayne Seabrook and Tony Haggarty are set to join New Hope’s board.
The transaction will see Malabar shareholders receive Australian Securities Exchange-listed New Hope shares while retaining exposure to the Maxwell Mine and New Hope’s broader operations.
New Hope intends the all-scrip merger to maintain its current balance sheet position.
Jarden and Pitt Capital Partners are acting as New Hope’s financial advisers, with Johnson Winter Slattery as legal adviser.
Malabar has appointed BofA Securities and Allens as financial and legal advisers, respectively.
