SYDNEY: Insignia Financial Ltd (ASX: IFL) announced on January 3 that it has received a confidential, non-binding, and indicative proposal from CC Capital Partners, LLC to acquire all shares in Insignia Financial through a scheme of arrangement.

The proposal offers A$4.30 cash per share, adjusted for any dividends paid or payable post-proposal, with an alternative to roll into unlisted stub equity subject to caps and scale-back.

The proposal offers a 7.5% premium over Bain Capital’s earlier non-binding indicative proposal of A$4.00 cash per share received on December 12, 2024.

The proposal is subject to several conditions, including satisfactory due diligence on an exclusive basis and the execution of a binding scheme implementation agreement.

Such an agreement would require a unanimous recommendation from Insignia Financial’s Board of Directors and a commitment from all directors to vote in favor of the transaction, provided there is no superior proposal and an independent expert concludes the transaction is in the best interests of IFL shareholders. Additionally, approval from CC Capital’s investment committee is required.

Any potential transaction will also be subject to approval from the Foreign Investment Review Board and the Australian Prudential Regulation Authority.

Insignia Financial’s Board, alongside its financial and legal advisers, is reviewing the proposal to determine if it is in shareholders’ best interests to engage with CC Capital. There is no guarantee that the indicative proposal will lead to a binding offer or result in a transaction.

IFL shareholders do not need to take any action regarding the proposal at this stage. Insignia Financial remains committed to keeping the market informed according to its continuous disclosure obligations.

Insignia Financial has engaged Citigroup and Gresham Advisory Partners as its financial advisers and King & Wood Mallesons as its legal adviser.

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