Hamilton Locke has advised Lynch Group Holdings Limited (Lynch) (formerly ASX:LGL) on its landmark $270 million all‑cash acquisition by TPG Capital Asia through a special purpose vehicle wholly-owned by its subsidiary, Hasfarm Holdings Limited (Hasfarm), which was implemented by way of a scheme of arrangement on 9 December 2025 (Scheme).
Lynch is a major flower grower and wholesale distributor of flowers and plants to supermarkets and florists in Australia and China. Hasfarm is a prominent grower of temperate flowers in Asia and distributes its flowers primarily in Japan, China, and Vietnam. The merger delivered certainty of value for Lynch shareholders and a combined entity positioned to drive growth and enhance supply chain resilience across the Asia-pacific region.
The parties signed the Scheme Implementation Agreement on 20 August 2025, the Scheme Booklet was issued on 21 October 2025, Lynch shareholders approved the Scheme on 22 November 2025, the Federal Court approved the Scheme on 27 November 2025, and it was implemented on 9 December 2025.
Lynch shareholders were paid $2.155 cash per share under the Scheme, representing a 28.9% premium to the six-month volume-weighted average price of a Lynch share of $1.67 up to and including 19 August 2025. Lynch shareholders were also paid a fully franked dividend of $0.09 per share on 18 September 2025 (which related to Lynch’s FY25 results and was not conditional on the Scheme).
We worked closely with Lynch and its Board to navigate the complexities of the transaction and manage the timetable, while ensuring the Scheme provided the best outcome for Lynch and its shareholders. Our pragmatic and collaborative approach meant the deal progressed smoothly and efficiently, and proceeded with the overwhelming support of Lynch shareholders (being approved at the Scheme Meeting by 99.4% of the votes cast by Lynch shareholders, and 96.55% of Lynch shareholders present and voting).
Commenting on the transaction, Hamilton Locke Partner Ashley Poke said: “We are proud to have supported Lynch and its Board in achieving this milestone. This deal not only unlocks certainty of value for shareholders, but also reshapes the floriculture industry by merging two regional leaders. Our in expertise corporate and M&A transactions allowed us to deliver a seamless process and a strong outcome for our client.”
The Hamilton Locke team was led by Partner Ashley Poke and supported by Senior Associate Emily Taylor and Lawyers Bernice Lum and Elena Martino.
