Insignia Financial Ltd (ASX: IFL) has disclosed the receipt of a confidential, indicative, and non-binding proposal from CC Capital Partners, LLC to acquire all shares in Insignia Financial. The proposed acquisition would be executed via a scheme of arrangement and offers shareholders A$4.30 cash per share, subject to adjustments for any dividends paid after the proposal date.
Key Highlights of the Proposal
- Offer Price: A$4.30 per share in cash or a potential alternative to roll into unlisted stub equity, subject to caps and scale-back.
- Premium: Represents a 7.5% premium to Bain Capital’s earlier non-binding indicative offer of A$4.00 per share received on December 12, 2024.
Conditions of the Indicative Proposal
The offer is subject to several conditions, including:
- Due Diligence: Satisfactory completion of exclusive due diligence by CC Capital.
- Binding Agreement: Execution of a binding Scheme Implementation Agreement (SIA), conditional upon:
- A unanimous recommendation from Insignia Financial’s Board of Directors.
- Board commitment to vote in favor of the transaction in the absence of a superior proposal, and upon independent expert approval.
- Regulatory Approvals: Approval from the Foreign Investment Review Board (FIRB) and the Australian Prudential Regulation Authority (APRA).
- Investment Committee Sign-Off: Final approval by CC Capital’s investment committee.
Board’s Response and Next Steps
The Insignia Financial Board, alongside its legal and financial advisers, is carefully evaluating the Indicative Proposal to determine whether engagement with CC Capital is in the best interests of shareholders.
The Board has emphasized:
- No Certainty: There is no assurance that this proposal will result in a binding offer or a transaction.
- Shareholder Action: At this stage, shareholders are not required to take any action.
Insignia Financial is committed to keeping the market informed as required under its continuous disclosure obligations.
Advisers
- Financial Advisers: Citigroup and Gresham Advisory Partners.
- Legal Adviser: King & Wood Mallesons.
About Insignia Financial
Founded in 1846, Insignia Financial is a leading Australian wealth manager. The company offers services in:
- Financial advice.
- Superannuation.
- Wrap platforms.
- Asset management for members, financial advisers, and corporate employers.
What’s Next for Shareholders?
While the indicative proposal marks a compelling development, the process is still at an early stage. Shareholders should stay tuned for updates from the Board as it continues its assessment.
Insignia’s response will hinge on whether the Indicative Proposal maximises value for shareholders compared to the previous offer from Bain Capital or any future proposals.
