SG Fleet Group (ASX:SGF) entered into a scheme implementation deed to be acquired by Westmann Bidco, an entity controlled by private markets fund manager Pacific Equity Partners, in a deal that values the company at about AU$1.23 billion, according to a Wednesday filing by the Australian bourse.

Under the agreement, Westmann Bidco will acquire 100% of the company's shares through a scheme of arrangement at AU$3.50 per share, a 31% premium over SG Fleet's closing price on Nov. 22, the filing said.

In the scheme, SG Fleet shareholders will receive cash, except for certain management shareholders who may elect to receive part or all of their consideration in the form of scrip in Westmann Bidco's holding company, the filing added.

The deal is subject to regulatory, shareholder, and court approvals. SG Fleet shareholders will decide at a scheme meeting expected in March 2025.

SG Fleet's major shareholder, logistics and mobility solutions provider Super Group, is also required to approve the transaction through an extraordinary general meeting planned for February 2025.

Super Group has entered into a cooperation agreement with the company to support the scheme and not sell its shares during the term of the scheme implementation deed.

SG Fleet Group's shares rose past 2% in recent Wednesday trade and earlier hit their highest since October 2018.

Price (AUD): $3.41, Change: $+0.08, Percent Change: +2.40%