Embark Early Education launches takeover bid for Mayfield and $12M capital raise

Embark Early Education (ASX: EVO) has unveiled bold expansion plans, announcing a $12 million capital raise alongside a proposed off-market takeover bid for Mayfield Childcare Limited (ASX: MFD). The dual move, marks a significant step in Embark’s strategy to grow its early learning footprint across Australia.

Embark currently holds approximately 19.9% of Mayfield’s shares and is seeking to acquire 100% through a takeover offer under Chapter 6 of the Corporations Act 2001 (Cth). Shareholders in Mayfield will be offered either $0.50 cash per share or an equivalent value in Embark shares, based on a two-day volume weighted average price (VWAP) prior to the offer date.

If successful, the acquisition would increase Embark’s centre network from 39 to 84, creating one of the larger operators in the Australian early learning sector. The proposed integration spans Queensland, New South Wales, Victoria, Tasmania, and South Australia, broadening Embark’s national footprint and diversifying its customer base.

According to Embark, the merger will enable the business to centralise operations, reduce overheads, and unlock synergies across administration, compliance, and service delivery. These operational efficiencies are expected to deliver earnings accretion as early as calendar year 2026 (CY26).

To support the bid, Embark completed a $12 million institutional placement, issuing 20 million new shares at $0.60 per share to sophisticated and institutional investors. This price reflected a 5.5% discount to the last closing price and a 4.7% discount to the 5-day Volume Weighted Average Price (VWAP).

The new shares will rank equally with existing shares, with trading of the placement shares expected to commence on 19 December 2025.

While Embark has flagged significant potential upside, several risks remain. Most notably, the takeover is conditional on securing at least 90% shareholder acceptance, which is required for compulsory acquisition and full integration. Without this, Embark may face challenges in realising the full synergy and scale benefits of the transaction.

The company also acknowledges that its access to Mayfield’s internal operations has been limited to publicly available information, which introduces some uncertainty regarding hidden liabilities or operational issues.

The full investor presentation can be accessed via Embark Early Education’s ASX announcements, specifically Investor Presentation.