SYDNEY: Australian retirement village operator Ingenia Communities Group said Friday it received a revised non-binding takeover proposal from Warburg Pincus and its co-investors and has begun a matching-right process with rival bidder AVID Property Group.

The Sydney-based company, listed on the Australian Securities Exchange, said the Warburg Pincus proposal keeps the same price as its Nov. 6 offer: 5.55 Australian dollars ($3.60) in cash per stapled security, plus any distribution paid by Ingenia for the half-year ending Dec. 31, 2026, of up to 5 Australian cents per security.

Ingenia said the offer matches the price in a further revised proposal made by AVID on Nov. 10 after it exercised its matching right under a process deed with Ingenia.

The Warburg Pincus proposal is conditional on Ingenia entering into a non-exclusive process deed with the U.S. private equity firm, rather than an exclusive one. Under the terms, AVID’s existing process deed would be terminated and Ingenia could offer other parties, including AVID, equivalent non-exclusive process deeds.

Bidders would have until 5 p.m. on Dec. 8, 2026, to submit binding offers with committed funding and a proposed scheme implementation deed, according to the terms. Warburg Pincus would be reimbursed up to 3 million Australian dollars ($1.95 million) in external third-party costs under certain conditions, an arrangement that would also be available to other bidders signing equivalent deeds.

Ingenia said its board, after consulting financial advisers and receiving written advice from external legal advisers, determined in good faith that the Warburg Pincus proposal is or could reasonably be considered to become a “Superior Proposal” under the fiduciary-out provisions of the AVID process deed.

That allows Ingenia to continue engaging with Warburg Pincus, Discovery Parks and LDR Capital, and to keep providing them access to due diligence.

Under the AVID process deed, Ingenia must first give AVID the opportunity to match the Warburg Pincus proposal. Ingenia said it notified AVID after market on Nov. 12 of the material terms and invited a matching or superior counterproposal for the board’s consideration on or before Nov. 15.

The company said its board has not determined that either the Warburg Pincus proposal or AVID’s further revised proposal constitutes a “Bidder Superior Proposal” under its scheme implementation deed with Peet Limited dated Aug. 26, 2026, and has not indicated it intends to recommend either proposal to securityholders. Ingenia said it continues to work with Peet toward implementing its proposed acquisition of the company.

Ingenia said there is no certainty that either proposal will result in a binding offer or that any transaction will eventuate, and that securityholders do not need to take any action.

Ingenia operates 96 communities and development sites across its Lifestyle, Gardens, Holidays and Rental brands, focused on Australia’s seniors’ market. The company is included in the S&P/ASX 200 index.