Count is set to acquire Diverger in a deal that will create a combined business with funds under administration and management of $29 billion, valuing Diverger at $45.3 million.
The deal, expected to complete in February 2024, will create a diversified financial services business with total revenue of $132 million, FUMA of $29 billion and around 550 financial advisers.
In a statement to the ASX, Count said it has entered into a binding scheme of arrangement under which Count will acquire 100 per cent of the shares in Diverger for total cash and scrip consideration of $45.3 million.
Diverger’s major shareholder, HUB24, has backed the transaction and intends to vote in favour of the scheme in the absence of a superior proposal.
Count said it has identified approximately $3 million in cost synergies and a number of new revenue growth opportunities to be delivered through a rigorous integration and benefit realisation programme.
Count has 379 financial advisers while Diverger represents 146 financial planning firms and 603 licensed advisers as well as working with 3,000 accounting practices.
Looking ahead, Count said it could see the potential for new equity partnership opportunities with the expanded network of firms across wealth, accounting and services segments. The Diverger equity firms will also benefit from the Count support model through complementary service offerings, the unlocking of additional capacity for growth and investment and ability to improve licensee economics.
The merged entity will also be better positioned to undertake “further inorganic growth to deliver material uplifts in scale capability and operating efficiency” and Count said it has a “healthy pipeline” of acquisitions to continue to pursue scale further.
Hugh Humphrey, chief executive of Count, said: “This is an exciting transaction that continues the disciplined execution of our growth strategy, bringing tangible benefits to Count and Diverger shareholders, our member firms and their clients.
“Count and Diverger both have a deep heritage in accounting and financial advice, with complementary strengths that will position us as an industry leader.”
Managing director of Diverger, Nathan Jacobsen, said: “The board of Diverger has been working for some time on creating more transformational outcomes for shareholders. We believe this transaction presents a compelling opportunity for Diverger shareholders to realise immediate value in the form of cash, with additional upside potential through shares in Count.
“In addition to the highly complementary service offering, Count will benefit from Diverger’s wealth of market expertise and extensive network. We look forward to the enhanced scale and breadth of service capabilities that an acquisition by Count supports.”
