SYDNEY: Bell Financial Group Ltd (BFG) announces that, following constructive engagement with SelfWealth Ltd (ASX:SWF), it has made a non-binding proposal to the SWF board of directors to acquire 100% of SWF for $0.22 per share by scheme of arrangement valuing SWF at approximately $51 million.
The SWF board has agreed to progress negotiations of a binding implementation deed with BFG on an exclusive basis, and it intends to unanimously recommend that SWF shareholders vote in favour of the BFG proposal in the absence of a superior proposal.
BFG considers that the proposal represents a compelling opportunity for SWF shareholders to receive a significant premium relative to the recent trading price of SWF shares.
BFG shareholders will benefit through increased scale in BFG’s online broking business and cost synergies. The acquisition is expected to be materially earnings per share accretive post-integration, and adds almost 130,000 active portfolios, increasing BFG’s sponsored holdings by $11 billion to $94 billion.
Importantly, BFG is confident integration can be achieved with minimal client disruption given the similarities of the two businesses.
Chair of BFG, Mr Brian Wilson AO, said, “We are excited by the prospect of welcoming SelfWealth’s clients and team to Bell. Clients of both businesses will benefit from a superior user experience through leveraging the respective strengths of both businesses, and access to the broader array of products and services available within BFG”.
Chair of SelfWealth, Ms Christine Christian AO, said, “The board and management of SelfWealth view the BFG proposal as compelling for SelfWealth’s shareholders, team members and clients. It would deliver value to shareholders, with an attractive cash price and the potential to share in possible synergies for those electing to receive BFG shares. We also believe our clients will benefit from BFG’s diversified wealth management offering”.
BFG has proposed a scrip alternative allowing SWF shareholders to choose BFG scrip instead of cash. This proposal requires:
- Unanimous recommendation by the SWF board for shareholders to vote in favor.
- Shareholder and court approval.
- No significant business changes.
- Cancellation of all existing SWF performance rights on terms acceptable to BFG.
BFG and SWF have entered into an Exclusivity Deed, granting BFG exclusive negotiation rights for three weeks, with a possible one-week extension. The deed includes restrictions such as no shop and no talk (with a fiduciary exception).
The proposal is currently non-binding and requires agreement on binding documentation and approvals from the SWF board and shareholders. There is no certainty that the Proposed Transaction will proceed. BFG will update the market on any developments and has appointed Ashurst as its legal adviser.
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