Bremworth Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Floorscape Limited (a subsidiary of Mohawk Industries, Inc., which was also the guarantor)
Independent Adviser(s): Grant Samuel & Associates Limited
On 1 October 2025, Bremworth Limited (Bremworth) and Floorscape Limited (Floorscape) entered into a scheme implementation agreement (the SIA) under which it was proposed that Floorscape would acquire 100% of the ordinary shares in Bremworth (the Proposed Scheme).
Under the Proposed Scheme, shareholders would receive consideration comprising a cash payment from Floorscape and a capital distribution of excess cash (with the amount to be determined) via a share buyback and fully imputed dividend. Bremworth initially announced that it expected the total consideration to be in the range of $1.05 to $1.15 per share. On 10 February 2026, Bremworth announced a revised expected range for the consideration of $0.95 to $1.05 per share, reflecting a reduced capital distribution.
The Proposed Scheme was conditional on (amongst other things) receiving clearance from the New Zealand Commerce Commission (the NZCC). The NZCC provided the clearance on 30 June 2026.
By 7 July 2026, shareholders (holding an aggregate 38% shareholding) had announced their intention to vote against the Proposed Scheme. As a result, Bremworth’s board resolved to cease discussions with Floorscape regarding an extension to the SIA’s then end date of 7 August 2026. As a result, the Proposed Scheme lapsed on that date.
Grant Samuel & Associates Limited was appointed as the independent adviser for the Proposed Scheme, but finalised disclosure documents were never sent to shareholders.
