SYDNEY, AUSTRALIA: PSC Insurance Group Limited (ASX: PSI), a diversified insurance services group, has announced that it has entered into a binding scheme implementation deed to acquire all of the shares in the capital of Ensurance Ltd (ASX:ENA), an Australian-based underwriting agency business specialising in professional and financial lines, for $25.2 million.
The acquisition will be implemented by way of a scheme of arrangement under the Corporations Act, subject to the satisfaction of various conditions, including ENA shareholder approval and court approval. The deal is expected to be completed by late November 2023.
The purchase price of $25.2 million represents an implied valuation of the ENA agency business of approximately $18.0 million, plus approximately $7.0 million of net assets, largely represented by cash. The purchase price will be satisfied by way of issue of 5,000,000 PSC shares to ENA shareholders, with any difference between the value of those shares and the purchase price of $25.2 million to be paid in cash.
The acquisition will add a high growth operation and new product suite to PSC’s Australian Specialty businesses, led by Adam Burgess. PSC will also welcome ENA CEO Tom Kent and the continuing ENA team to the group. PSC expects the merger of the ENA operation to create significant growth opportunities for the group, especially by leveraging PSC’s extensive distribution network and its new APEX platform.
ENA’s Chairman, Tony Leibowitz, said: “We are pleased to have entered into this transaction with PSC Insurance Group, delivering what we believe is an attractive outcome for ENA shareholders that creates significant value. In considering the future of the Company, the Board looked at a range of factors, ultimately securing with PSC a transaction which will see the ENA operations continue to grow and thrive as part of a much larger company that has the balance sheet strength, resources and global reach required to help unlock its full potential. This transaction delivers a healthy premium to the current market price of ENA shares, and the scrip consideration will allow ENA shareholders to retain exposure to the continued growth and development of the business.”
Tom Kent, CEO of ENA, commented: “The past few years have culminated in this value creating event, with the Company reporting continued Australian operational growth; the sale of its UK operations; and expansion into the East Coast of Australia with offices now established in Sydney, Melbourne, and Adelaide as well as Perth. I would like to take this opportunity to thank the Board and the ENA team, as well as our shareholders, for their support.”
PSC Insurance signs deal to acquire Ensurance’s UK operations for A$8.2mn