MPH acts on acquisition of StepChange Consultants Pty Ltd and simultaneous listing of StepChange Holdings Limited

MPH acted for StepChange Holdings Limited (Company) in connection with its acquisition (Acquisition) of StepChange Consultants Pty Ltd (SC) and simultaneous initial public offering of its shares (IPO) on the Australian Securities Exchange (ASX) (Transaction).

Under the Acquisition, the Company paid a total of $18.3 million in up-front consideration, which was comprised of both cash and shares in the Company. In addition, the SC vendors have the ability to earn up to an additional $5.7 million by way of earn out consideration (payable as a combination of cash and shares in the Company at the Company’s election) depending on the financial performance of the SC business in FY26. MPH acted on all aspects of the Acquisition, including drafting and negotiation of an initial binding term sheet, managing and undertaking the legal due diligence process, negotiating and drafting the Share Purchase Agreement and associated documentation by which the Acquisition was effected.

Simultaneously with the Acquisition, the Company undertook the IPO, successfully raising $14.7 million (before costs). The Company commenced trading on the ASX on 10 July 2025 under the ASX code “STH”. MPH acted on all aspects of the IPO, including undertaking required due diligence investigations, advising on Lead Manager and Underwriter arrangements, preparing the Prospectus for lodgement, ongoing liaison with ASX and the provision of ongoing advice to the Company in respect of the ASX listing requirements and compliance.

MPH’s team was led by Mark Burchnall (Director) and Taila Childs (Director), assisted by Tyson Cleghorn (Lawyer) and Laura Zollo.