Maas Group to Divest Construction Materials in $1.7bn Strategic Reset

About Maas Group Holdings Limited

Maas Group Holdings Limited (ASX: MGH) is a leading independent Australian provider of construction materials, civil infrastructure, equipment and services, with diversified exposures across transport, renewables, mining, property and infrastructure delivery. Headquartered in Dubbo, New South Wales, the group has built a vertically integrated model combining materials production, construction services and equipment solutions across eastern Australia.

Over the past decade, Maas Group has pursued disciplined capital recycling, investing early in infrastructure themes aligned with long-term structural growth. The announced divestment of its Construction Materials division represents a pivotal step in this strategy, unlocking value at an attractive valuation while enabling the group to accelerate its pivot toward emerging infrastructure sectors, including digital, electrification and AI-enabled assets.

Transaction Overview and Valuation

Maas Group confirmed it has entered into a binding Share Sale Deed for the sale of its Construction Materials division to Heidelberg Materials Australia, a subsidiary of Heidelberg Materials AG, one of the world’s largest construction materials groups.

The transaction values the business at up to $1.703 billion in cash consideration, inclusive of $120 million in contingent payments linked to agreed post-completion operational and commercial milestones, as well as customary purchase price adjustments. Management noted that the valuation represents a premium to Maas Group’s trading multiple and sits above comparable transactions in the Australian construction materials sector.

While the bulk of operating assets will transfer to Heidelberg Materials Australia, Maas Group will retain ownership of certain freehold land, which will be leased back under long-term commercial arrangements. This structure allows Maas Group to maintain property exposure while exiting day-to-day materials operations.

Strategic Rationale and Capital Recycling

Management framed the divestment as a deliberate strategic reset rather than an exit driven by underperformance. The Construction Materials division has been a high-quality, long-life asset, and its sale reflects the group’s philosophy of recycling capital when attractive valuations are available.

Chief Executive Officer Wes Maas said the transaction crystallises value from a business built over many years and positions the group for its next phase of infrastructure investment. Chairman Stephen Bizzell echoed this view, highlighting Maas Group’s track record of reallocating capital toward higher-return opportunities and long-term structural tailwinds.

The transaction materially strengthens the balance sheet, reduces net debt and enhances financial flexibility, providing capacity for new investments while also creating optionality for capital management initiatives, including potential capital returns, subject to final proceeds and post-transaction requirements.

Employees, Approvals and Timeline

Subject to completion, approximately 1,140 employees are expected to transfer with the Construction Materials division to Heidelberg Materials Australia. Maas Group indicated it will work closely with the buyer to support employees through the transition and ensure continuity of operations.

Completion of the transaction is subject to customary conditions, including approval from the Australian Competition and Consumer Commission, the Foreign Investment Review Board and Maas Group shareholders. A notice of meeting and explanatory memorandum will be provided to shareholders in due course.

Major shareholders Wesley Jon Maas and Emma Margaret Maas have confirmed their intention to vote all of their shares in favour of the transaction and not to dispose of their holdings prior to the shareholder meeting. Completion is targeted for the second half of calendar year 2026.

Repositioning Toward Next-Generation Infrastructure

Following completion, Maas Group intends to accelerate its strategic shift toward next-generation infrastructure. The group has identified digital infrastructure, including hyperscale data centres and AI compute clusters, as a key growth focus, alongside electrification and industrial services.

The company has already taken steps in this direction, including a strategic $100 million minority investment for approximately 1.7 per cent in Firmus Grid Limited, a vertically integrated developer and operator of AI-focused digital infrastructure. Firmus is developing sovereign, large-scale AI campuses across Australia and internationally, aligning with national priorities around data sovereignty and compute capacity.

In addition, Maas Group recently secured a $200 million JLE contract with Firmus, further embedding the group in the delivery of critical digital infrastructure projects.

Use of Proceeds and Growth Optionality

Proceeds from the divestment are expected to be deployed across several priorities. These include strengthening the balance sheet, supporting disciplined growth in electrical infrastructure and industrial services, expanding participation in digital and AI-related infrastructure, and pursuing fund management and investment opportunities linked to infrastructure assets.

Management also noted that capital management initiatives, including potential share buybacks or capital returns, will be considered following completion, depending on final proceeds, tax outcomes and the capital needs of the post-transaction business.

Industry Context

The transaction reflects broader consolidation within Australia’s construction materials sector, as global players seek scale and long-life assets in stable markets. For Maas Group, the sale highlights the strategic value of domestic infrastructure assets at a time when demand is increasingly shaped by population growth, energy transition and digital transformation.

By exiting a mature but capital-intensive division, Maas Group is freeing capital to pursue opportunities with higher growth potential and stronger alignment to emerging infrastructure demand.