SSH Group Ltd (SSH.AX), a metals and mining company, on Monday announced the signing of a binding share sale agreement to acquire Elphinstone Mechanical Services or EMS, a 20-year mining services business, in a cash and stock deal.
The consideration ranges from A$2.5 million to A$3.0 million, tied to EMS's fiscal 2027 revenue. It comprises A$1.0 million cash and 1.25 million shares at settlement, A$0.4 million cash payment on January 31, 2027, plus a performance-based earn-out in cash and shares.
Shares are priced at the higher of A$0.20 or the 6-month VWAP and are escrowed, with SSH able to settle share components in cash.
The deal is expected to be immediately earnings and margin accretive. Completion of the acquisition is targeted before June 30, subject to the satisfaction of customary conditions. Following completion, SSH will have operations in Perth, Karratha and Mackay.
The Australian-owned EMS provides heavy diesel maintenance, shutdown support, field services, line boring, welding, fabrication, and electrical services to Tier 1 and mid-tier miners.
Following the deal closure, EMS will operate within SSH's Hire vertical under its "Hire|Mine|Own" strategy, driving immediate expansion into Queensland and the east coast from its existing Western Australia base. The founders will remain to lead EMS, which will retain its brand with no immediate operational changes.
The acquisition lifts the combined group's pro forma fiscal 2025 revenue to A$76.3 million and EBITDA of A$8.2 million, materially increasing SSH's scale.
EMS recorded fiscal 2025 revenue of A$38.9 million, gross profit of A$11.9 million and EBITDA of A$1.3 million.
SSH said the deal delivers complementary services across KMH, EMS, and SSH Mining, enhancing its integrated end-to-end offering.
SSH expects margin improvement through integration onto its platform, procurement and supply chain efficiencies, removal of duplicated overheads, better asset and workforce utilisation, and client cross-utilisation.
SSH Managing Director Daniel Cowley- Cooper said the acquisition is highly strategic and value- accretive, positioning EMS to scale into a valuable group asset and strengthening SSH as an integrated mining services and asset platform.
On the ASX, shares of SSH Group closed Monday's regular trading 2.78 percent lower at A$0.1750.
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