Australian wealth manager Insignia Financial (ASX:IFL) has received separate revised non-binding and indicative proposals each from Bain Capital Private Equity and CC Capital Partners to acquire Insignia by way of a scheme of arrangement.
Both bidders have separately and independently submitted increased proposals at a price of $5 cash per share, adjusted for any dividend paid or payable after the date of the proposals).
Insignia Financial has engaged Citigroup and Gresham Advisory Partners as its financial advisors and King & Wood Mallesons as its legal advisor.
After consideration, Insignia Financial has determined it will be in the best interests of shareholders to enter into an exclusivity deed with each bidder to further progress their respective proposals.
Both parties will be provided access to confirmatory due diligence that is expected to be completed within six weeks.
The revised proposals of $5 per share represent an increase of 8.7% from the $4.60 per share offers previously made by each of Bain and CC Capital respectively.
The cash consideration represents a premium of 63% to the closing price of Insignia Financial shares on 11 December 2024 of $3.06; a premium of 56% to the volume-weighted average price of shares for the one month up to and including 11 December 2024; and a premium of 77% to the volume weighted average price of Insignia Financial shares for the three months up to and including 11 December 2024.
Each proposal is subject to various conditions and in addition, any transaction would, if entered into, will be subject to approval of the Australian Prudential Regulation Authority, the Foreign Investment Review Board, and the target’s shareholders.
In the absence of a superior proposal, Insignia Financial intends to recommend an offer of at least $5 per share.
Insignia Financial says shareholders do not need to take any action in relation to either proposal.
As reported by Mining.com.au, Insignia Financial on 3 January received a confidential, non-binding, and indicative takeover proposal from US-based private investment firm CC Capital Partners by way of a scheme of arrangement.
The indicative offer was at a price of $4.30 cash per share, or the potential alternative to roll into unlisted stub equity subject to caps and scale-back. CC Capital’s then $2.87 billion proposal represented a 7.5% premium to private equity firm Bain Capital’s non-binding indicative $2.67 billion offer at $4 cash per share received on 12 December 2024.
Insignia rejected Bain Capital’s initial approach on the basis the offer did not provide fair value to shareholders.
With origins dating back to 1846, Insignia Financial is an Australian wealth manager and provides financial advice, superannuation, wrap platforms, and asset management services to members, financial advisers and corporate employers.
Write to Adam Orlando at Mining.com.au
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