New Hope Agrees to Acquire Malabar in $1.8B Deal for Maxwell Coal Mine
Key Takeaways
- New Hope will issue about 227.8 million shares at 0.500 per Malabar share, implying $2.92 each and a $1.8 billion equity value, or $2.4 billion enterprise value including about $627 million of net debt.
- Existing New Hope shareholders keep roughly 79% of a Combined Group with a pro forma market cap of about $6.3 billion.
- Maxwell Mine began longwall production in April 2026 and targets up to 5.5Mtpa of saleable coal, with a 2,320Mt resource behind it.
- The deal needs 75% of Malabar votes cast, court approval and Japan Fair Trade Commission clearance, with implementation targeted for February to March 2027.
- Because payment is all scrip, the headline value moves with New Hope's share price, and about $17 million break fees apply each way in set circumstances.
New Hope to acquire Malabar in $1.8 billion scheme of arrangement
New Hope Corporation (ASX: NHC) has signed a binding Scheme Implementation Deed to acquire all the Malabar Resources (Malabar) shares it does not already own, in a deal built around the Maxwell Mine. New Hope currently holds a relevant interest of approximately 26% in Malabar.
Malabar shareholders would receive 0.500 New Hope ordinary shares for each Malabar share. Based on New Hope’s closing price of $5.84 on 16 October 2026, that implies $2.92 per Malabar share and an equity value for 100% of Malabar of approximately $1.8 billion on a fully diluted basis, with an implied enterprise value of approximately $2.4 billion.
The Combined Group would have a pro forma market capitalisation of approximately $6.3 billion. These values will move with the New Hope share price, because the consideration is paid in New Hope shares rather than cash.
Both Boards unanimously support the transaction. The Malabar Board (other than Rob Bishop, a New Hope nominee) unanimously recommends that shareholders vote in favour, in the absence of a Superior Proposal and subject to an Independent Expert concluding that the Scheme is in the best interests of Malabar shareholders (other than New Hope).
Malabar is an unlisted public company, so its shareholders currently do not hold ASX-listed shares. The all-scrip structure, according to the announcement, preserves New Hope’s strong balance sheet and its capacity to continue delivering shareholder returns.
Rob Bishop, Chief Executive Officer, New Hope
“This transaction provides a clear pathway to unlock the full value of the Maxwell Mine for both shareholder groups…”
Deal terms at a glance
The table below sets out the headline terms. Dollar values depend on the New Hope share price.
| Metric | Figure | Basis | Note |
|---|---|---|---|
| Exchange ratio | 0.500 New Hope shares per Malabar share | Scheme Consideration | Subject to adjustments for New Hope dividends |
| Implied price per Malabar share | $2.92 | New Hope close of $5.84 on 16 October 2026 | Varies with the New Hope share price |
| Equity value (100% of Malabar) | ~$1.8 billion | Fully diluted | Implied enterprise value ~$2.4 billion |
| Pro forma ownership | New Hope holders ~79%, other Malabar holders ~21% | Combined Group shares on issue | Malabar on a 100% basis is ~29% of the Combined Group |
| Malabar net debt | ~$627 million | As at 30 June 2026 | Used in the enterprise value figure |
| Break fee and reverse break fee | ~$17 million each | Payable only in circumstances set out in the deed | Applies to Malabar and New Hope respectively |
The Scheme Consideration equates to approximately 227.8 million new New Hope shares. Existing New Hope shareholders would own approximately 79% of the Combined Group after implementation.
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Maxwell Mine gives the Combined Group a growth platform
The Maxwell Mine is the asset driving the deal. It is an underground coal operation near Muswellbrook in the Upper Hunter precinct of New South Wales, close to New Hope’s Bengalla Mine, and it commenced longwall production in April 2026.
Longwall mining uses a mechanised cutting face to extract coal from a long panel, and the face width affects output. Key asset facts from the announcement:
- Approved to extract up to 8 million tonnes of run-of-mine coal per year over 20 years
- Current nameplate saleable production of up to approximately 3.0Mtpa from a 145m face, and up to 5.0Mtpa once expanded to a 300m face
- Total targeted saleable production of up to 5.5Mtpa, including the Whynot bord-and-pillar operation
- Estimated Coal Resources of 2,320Mt as at 28 February 2026, of which approximately 69% is in the Measured and Indicated categories
- Infrastructure including a coal handling and preparation plant (CHPP), rail loop, the Antiene Rail Spur, and interests in Newcastle Coal Infrastructure Group (NCIG) and Port Waratah Coal Services (PWCS)
- Coal that can be washed to a high specification thermal product or semi-soft coking coal
- Adjoining Maxwell North Extension and Maxwell West Extension resources, which provide growth options beyond the current mine plan
The announcement also cites a clear pathway to approximately 19Mtpa of saleable production for the Combined Group. That is a stated pathway, not a guarantee, and it depends on the longwall ramp-up.
Wayne Seabrook, Executive Chairman, Malabar
“…allows shareholders to retain meaningful exposure to Maxwell’s growth and the synergy potential of a larger, more diversified group.”
What coal investors should know about scheme mergers
A scheme of arrangement is a court-approved process under the Corporations Act. Shareholders vote, and if the scheme is approved and becomes effective, all the shares transfer to the acquirer.
For this Scheme to proceed, the resolution must be approved by at least 75% of all votes cast by Malabar shareholders. It also needs a majority by number of Malabar shareholders present and voting, in person or by proxy.
Scrip matters because of what Malabar holders receive. They would swap unlisted shares for liquid ASX-listed New Hope shares, so the value of their holding would track the New Hope share price.
The announcement also says eligible Malabar shareholders are expected to be able to choose scrip-for-scrip capital gains tax rollover relief. That is subject to individual circumstances, and shareholders should obtain independent tax advice.
Investment case for both shareholder groups
For New Hope shareholders
The announcement lists these benefits for New Hope shareholders:
- Full ownership of an additional large-scale coal asset producing high-quality coal, with future growth potential
- Alignment with New Hope’s stated strategy of investing in low-cost, high-quality coal assets with long life approvals
- Maxwell Mine expected to contribute up to 5.5Mtpa of saleable coal production following ramp-up
- The transaction is expected to be accretive on valuation, and on post Maxwell Mine ramp-up earnings and cash flow metrics
- Three assets positioned in the first quartile of the cost curve at steady state production
The cost claim carries a footnote. It is on a Total Cash Cost basis at steady state production, quality adjusted against the gCNEWC6000 benchmark.
For Malabar shareholders
Malabar holders would receive an equity value that, per the announcement, recognises the progress made in bringing Maxwell into longwall production. They would also gain listed liquidity, with the flexibility to retain an investment in the Combined Group or realise value over time.
They would keep exposure to Maxwell through their shareholding in the Combined Group, plus diversification through Bengalla and New Acland. The announcement notes New Hope has paid more than $2 billion in fully franked dividends since FY22.
Synergies and governance
New Hope points to opportunities to realise synergies in operations, logistics, financing, marketing and corporate functions. After implementation, the Combined Group will seek to refinance Malabar’s existing debt facilities, with the objective of reducing funding costs.
Malabar nominees Wayne Seabrook and Tony Haggarty will join the New Hope Board on implementation of the Scheme. The announcement says this supports continuity throughout integration and operations.
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Timetable and next steps
All dates are indicative only and subject to change, necessary approvals and court availability.
| Event | Indicative timing |
|---|---|
| First Court Hearing | December 2026 / January 2027 |
| Scheme Booklet dispatched to Malabar shareholders | December 2026 / January 2027 |
| Scheme Meeting | January / February 2027 |
| Second Court Hearing | February / March 2027 |
| Effective Date | February / March 2027 |
| Record Date | February / March 2027 |
| Implementation Date | February / March 2027 |
The Scheme is subject to an Independent Expert concluding that it is in the best interests of Malabar shareholders (other than New Hope), Malabar shareholder approval, court approvals, other customary regulatory approvals and Japan Fair Trade Commission approval. It is also subject to no material adverse change or prescribed events affecting either company.
New Hope’s existing Malabar shares are excluded from the Scheme, will not receive Scheme Consideration and will not be voted at the Scheme Meeting. Malabar shareholders do not need to take any action now.
New Hope and Malabar hosted an investor and analyst webcast at 11:00am AEDT on 19 October 2026. The Scheme is expected to be implemented by March 2027, subject to the approvals above.
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