A NEXTDC takeover, or just a raid?
A NEXTDC takeover could be next after Goodman and Digital Realty raided the register at $9.50 a share, a 45.5% premium.
Market already pricing a bid – shares closed above the $9.50 raid price
$9.50 becomes the floor for any takeover bid made in the next four months
Fundamentals impaired – FY27 EBITDA guidance cut ~37% after the M3 power delay
This is a classic pre-bid stake. Goodman owns the land and the power; Digital Realty owns the global operating platform and the customers. NEXTDC owns the best-connected Australian colocation footprint and a pipeline it can no longer fund at full speed. Put those together and a full takeover makes sense. The raid at $9.50 sets the floor, keeps the buyers under the FIRB line and leaves the bid door open. Hold if you own it – there is a decent chance of a higher offer. Do not chase it at $9.67. You are paying full price for a bid that has not been made, in a business that has just cut its earnings guidance by more than a third.
Key reasons
| 1 |
The two smartest buyers in the sector just put a price on it. Goodman and Digital Realty paid $9.50 a share, a 45.5% premium, within two weeks of the M3 profit downgrade. They know what the assets are worth to a builder and an operator, and they moved while the stock was down 45.8% in a month. |
| 2 |
$9.50 is now a legal floor for four months. Under the minimum bid price rule (s621(3) Corporations Act), any takeover bid by Goodman, Digital Realty or their associates before early March 2027 must be at least $9.50 a share. The downside to a bid is capped. The downside to no bid is not. |
| 3 |
9.9% is a FIRB number, not a takeover number. Data centres are critical infrastructure and Digital Realty is a foreign buyer. Stopping under 10% most likely keeps the vehicle under the mandatory FIRB notification line for a national security business. That buys time and optionality without tipping their hand. |
| 4 |
The “no intention” statement has a door left open. The buyers said they have no intention of bidding “at this time” and reserved the right to do so. Under ASIC truth-in-takeovers policy, a qualified statement like that does not lock them out. It reads like the first move, not the last. |
| 5 |
At $9.67 you are paying for a bid that does not exist. The shares closed above the raid price. Strip out the takeover premium and you own a business that just cut FY27 EBITDA guidance from $385–410m to $245–265m and paused uncontracted development. If the buyers sit on their stake, the price has a long way to fall. |
What would change the view
A formal proposal above $10.50, or Ackland lifting its stake past 10% with FIRB approval, would move us to Buy for the bid. A substantial holder notice showing well under 9.9% was filled, or a fresh M3 setback, would move us to Avoid.
Independent research for Australian investors
marcustoday.com.au – General information only, not financial advice
Book build 04 Nov 2026
After the close on Wednesday 4 November, a trust jointly owned by Goodman Group and Digital Realty ran an overnight book build to buy up to 9.9% of NEXTDC at $9.50 a share. The price was a 45.5% premium to the $6.53 close, and the parcel was worth about $715m at full take-up. NXT opened Thursday at $9.10, hit an intraday high of $9.77 and closed at $9.67 (+48.2%), its best day since listing. Through their broker, the buyers told investors they had no intention of making a control proposal or takeover bid at this time, but reserved the right to do so.
| Buyer | Ackland Investments No.1 | Max holding | 9.9% |
| Owned by | Goodman 50% / Digital Realty 50% | Approx. value | ~$715m |
| Method | After-market book build | Implied shares | ~75m of ~760m |
| Date | Weds 04 Nov 2026 | Premium to prior close | +45.5% |
| Open to | Institutions only | Each owner look-through | Up to ~4.95% |
| Price | $9.50 cash | Final take-up | Not yet disclosed |
NEXTDC board response (05 Nov 2026)
The board called the raid opportunistic, coming two weeks after the M3 Melbourne power delay and FY27 guidance cut, and offered only to institutions. It holds no takeover proposal, will judge any bona fide approach on its merits, and told shareholders they need not take any action. Defence team: Barrenjoey and UBS (joint financial advisers), Cadence Advisory (independent adviser), King & Wood Mallesons (legal). The board does not yet know how many shares Ackland secured.
Corporations Act Ch 6 · FIRB · ACCC
The short version. The raid is lawful and sits comfortably inside Chapter 6 of the Corporations Act. A 9.9% stake is below the 20% takeover threshold, so no bid, scheme or shareholder approval was needed. The stake does three things: it gives the buyers a seat at any future table, it sets a $9.50 floor for any bid in the next four months, and it stays under the 10% FIRB national security trigger.
Ackland, Goodman and Digital Realty must each lodge a notice within two business days of reaching 5%, and again for every 1% move. The notice will reveal how much of the 9.9% was actually filled.
Data centres are critical infrastructure. Ackland is a foreign person because Digital Realty holds 50%. A direct interest of 10% or more in a national security business needs mandatory FIRB notification. 9.9% almost certainly sits under it by design.
Above 10%, a holder can stop a rival bidder reaching the 90% needed to compulsorily acquire the rest. At 9.9% the buyers stop just short – another sign the number is about FIRB, not blocking.
The core rule. Nobody can go from 20% or below to above 20% except through an exception – a formal bid, a scheme, shareholder approval or creep. Between 9.9% and 20% they can buy freely on market, subject to FIRB.
Each owner holds 50% of Ackland, so each is taken to have a relevant interest in every NXT share Ackland holds. Goodman and Digital Realty are acting together, so they are associates. Their voting power is counted as one combined block, not two separate stakes.
Any takeover bid by Ackland or its associates must offer at least the highest price they paid in the previous four months. That locks in $9.50 as the floor for a bid launched before about 4 March 2027.
A “no intention” statement can bind the maker if the market relies on it. This one was qualified with “at this time” and an express reservation of rights, so it is unlikely to stop a later bid.
Only available once a holder has had 19% or more for six months. Not relevant yet – a path to control would come through a bid or scheme, not creep.
Raids below 20% are normally lawful even when offered only to institutions. The Takeovers Panel rarely steps in at this level and the NXT board has not sought a declaration.
Since 1 January 2026, acquisitions of control that meet the thresholds must be notified to the ACCC. A full deal would need clearance given Goodman and Digital Realty already own Sydney and Melbourne data centre assets.
Scale: $5.50 to $14.00
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Pre-raid close$6.53
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Open 05 Nov$9.10
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Raid / bid floor$9.50
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Close$9.67
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30-day avg$10.02
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Consensus$10.46
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200-day avg$12.91
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| Close 05 Nov | $9.67 | Raid price / bid floor | $9.50 |
| Intraday high 05 Nov | $9.77 | Consensus target (pre-raid) | $10.46 |
| Opening trade 05 Nov | $9.10 | 30-day average | $10.02 |
| Pre-raid close 04 Nov | $6.53 | 200-day average | $12.91 |
Australian and Asian footprint
Land and power meet operator and customers. Goodman’s edge is scarce metro land with secured grid power – the hardest thing to get in data centres right now. Its gap is a colocation operating platform and a customer book of its own. Digital Realty has the global operator model and hyperscale relationships, but a modest Australian footprint after more than a decade in Sydney and Melbourne. NEXTDC sits right in the middle: an operating network in every mainland capital, a pipeline it has slowed to protect its balance sheet, and a share price that halved in a month.
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Goodman gets an operator. Goodman has been building out from powered shells to fitted data centres. NEXTDC brings an Australian operating team, live customer contracts and recurring revenue to sit on top of Goodman land and power – including the S7 Eastern Creek AI campus linked to the December 2025 OpenAI MoU. |
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Digital Realty gets scale in Australia. Digital Realty has owned Sydney and Melbourne sites since 2011 but remains a small player locally. NEXTDC would make it the leading listed operator in Australia overnight and add the interconnection hubs its PlatformDIGITAL model relies on. |
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The 50/50 split mirrors the likely end-state. A joint vehicle points to a carve-up or a partnership – Goodman as developer and capital partner, Digital Realty as operator. Each brings what the other lacks, and neither has to fund the full price alone. |
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NXT needs a capital solution. After pausing uncontracted projects, NXT flagged capital recycling and possible sales of development sites. Two well-funded strategic holders on the register make a recapitalisation, asset sale or control deal more likely. |
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Competition is the catch. A combined Goodman, Digital Realty and NEXTDC would own a large share of Sydney and Melbourne colocation and hyperscale land. ACCC clearance under the new mandatory regime is not a formality. |
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No bid arrives. The buyers have said they do not intend to bid at this time. If they sit on 9.9%, the takeover premium unwinds and the stock could slide back toward its pre-raid range. |
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M3 delay gets worse. The next power step at M3 Melbourne is now an FY28 event and depends on Jemena network works. Further slippage would hit contracted revenue again. |
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Balance sheet pressure. NXT carries $1.1bn of 1.75% subordinated convertible notes due 2031 and has paused uncontracted development. Covenant headroom and funding remain under scrutiny. |
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Regulatory hurdles on a full deal. A control transaction would need FIRB approval for Digital Realty and ACCC clearance given the buyers own competing Sydney and Melbourne assets. |
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Low-ball approach. With 9.9% on the register and a weak share price base, the buyers may pitch an offer close to the $9.50 floor and wait for the board to engage. |
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Upside – a contest. Other infrastructure investors and global operators may see the same value. A rival bidder would push the price well above $9.50. |
| This week | Substantial holder noticesAckland, Goodman and Digital Realty notices will show how much of the 9.9% was filled. | |
| 20 Nov 2026 | NEXTDC AGMFirst chance for the board to address the raid and the M3 recovery plan in front of shareholders. | |
| Ongoing | FIRB filing for 10%+Any application to go past 10% would be a strong signal of intent to build toward control. | |
| Any time | Control proposalA non-binding indicative offer to the board above $9.50 would trigger due diligence and a likely scheme. | |
| Feb 2027 | 1H27 resultThe first full read on earnings after the guidance cut, capex review and capital recycling plans. | |
| ~04 Mar 2027 | Minimum bid price window endsAfter four months, the $9.50 floor no longer binds the price of a bid from the raiders. | |
| FY28 | M3 power stepJemena network works restore the path to bill the deferred M3 contracts. |
General information only. This content does not take into account your objectives, financial situation or needs. Consider whether it is appropriate for you and read the relevant PDS or prospectus before acting. Scenarios and forecasts are possibilities, not guarantees.
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