InfrastructureClare BurnettMon 01 Jun 26
Court Orders Sale of Dexus’s $4bn Melbourne Airport Stake
Following a dramatic trading halt on Friday morning, developer Dexus announced it was being forced to sell its shares in the Australia Pacific Airports Corporation (APAC), owner of Melbourne Airport.
The NSW Supreme Court ruled last week that a default notice to start a compulsory offer to sell its shares in APAC to its fellow shareholders was valid, after a year-long stoush.
If the order goes unchallenged, it means that Dexus will have to hand its shares over to co-investors, which include IFM Investors, the NSW Treasury Corporation, Future Fund and Utilities of Australia.
APAC owns Melbourne Tullamarine Airport and Launceston Airport, having acquired majority stakes in the airports in the 1990s.
Dexus acquired its 27.3 per cent stake—valued at around $4 billion—in APAC in late 2023, as it attempted to diversify from an office landlord into infrastructure asset ownership.
But the wheels started to fall off the prized deal soon after.
According to media reports last year, Dexus and its bankers JP Morgan were attempting to offload a 9.7 per cent stake to external investors as “affiliate transfers” under plans dubbed Project Mercury in 2024.
These shares were reportedly restricted by rules which required them to be offered to APAC co-investors first.
Dexus maintains that APAC knew about the sale attempts, media reports said, but its fellow APAC investors, led by IFM, did not seem to agree.
They alleged that the attempt to sell a stake in the company—which reportedly included providing information on the likes of fee negotiations with major airline carriers, sales data and forward projections—breached confidentiality obligations.
The other APAC investors issued a default notice in May 2025, which would trigger the compulsory sale of Dexus’s shareholding, but Dexus took the issue to court to prevent the forced sale.
However, late last week the developer/investor was ordered by the NSW Supreme Court to offload its multi-billion-dollar holding after co-investors committed to a forced-sale process.
In a statement to the ASX on Friday, Dexus announced that the shares would be offered to the remaining APAC shareholders “at an assessed fair market value”.
A previous injunction preventing the sale, transfer or disposal of Dexus shares in APAC has been extended to June 5.
Dexus said it was “reviewing the judgment carefully to understand the Court’s findings and their implications and are considering grounds of appeal that may be available”.
Earlier this year, Melbourne Airport announced a $4.5-billion expansion of its international terminal, and a train line is currently under construction to the major metropolitan airport, due to complete in 2030.
Tullamarine is not Dexus’s only airport asset, it acquired Perth’s Jandakot airport in 2021.
The news of the compulsory share sale comes on the heels of the announcement that the Australian Competition and Consumer Commission planned to review the acquisition of Moorabbin Airport south-east of Melbourne CBD by Barings, via its US-based parent company MassMutual.
