Commonwealth Bank/Count deal clears final hurdle
Count Financial shares will cease trading at the close of trading today after the Supreme Court of New South Wales yesterday approved the group's acquisition by the Commonwealth Bank of Australia, but founder and chairman Barry Lambert will remain as a non-executive director.
Countplus will remain as a separately listed company under independent management with Lambert as chairman, although Commonwealth Bank will now be its largest shareholder, according to a statement to the Australian Securities Exchange (ASX) yesterday.
Under the scheme of arrangement, all ordinary Count shares will be acquired by a wholly-owned subsidiary of the Commonwealth Bank. All outstanding options in Count will be cancelled for consideration in accordance with a scheme of arrangement, according to the statement.
Entitlements of $1.40 cash per Count share (or $1.40 worth of Commonwealth Bank shares per Count share) and consideration of between two and 10 cents per scheme option will be determined on Tuesday 6 December, according to the ASX statement.
The payment and issue of the scheme consideration will be made on the implementation date of the schemes, Friday 9 November, the statement read.
"As Count's life as a publicly listed company will soon come to an end, as the founder of Count you may well ask if this is a sad day for me and Count," Count chairman Barry Lambert told the company's annual general meeting yesterday.
"In different circumstances that may well be the case. However, in view of the certainty of the CBA offer versus the uncertainty surrounding the proposed regulatory change, the prevailing global economic conditions and the political uncertainties in Australia, the directors unanimously recommended acceptance of the CBA offer," he said.
Lambert said he believed Commonwealth Bank would be good owners of Count and provide a safe and secure home for its staff, franchisees, financial advisers and clients.
"I have been invited by the bank to remain as non-executive chairman and I am honoured to do so," he said.
"I have always enjoyed a strong relationship with the senior management of the bank and I don't expect this will change going forward."
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