Count-Diverger deal reaches next stage ahead of February completion

The proposed merger between Diverger and Count has reached the next stage of its proceedings ahead of an expected February completion date.

In a statement to the ASX, Diverger said it has been directed by the Federal Court to convene a shareholder meeting for the vote and distribute an explanatory booklet about the scheme.

Diverger said it will hold a shareholder meeting on 23 January 2024 and an explanatory booklet will be distributed in advance of this on or before 21 December. 

Under the proposed arrangement, Count will acquire 100 per cent of the issued shares in Diverger by way of a scheme of arrangement. 

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Diverger shareholders will receive a default implied consideration of $1.42 per Diverger share, comprising $0.40 cash per share and 1.44 Count shares for each Diverger share held with flexibility for Diverger shareholders to elect to receive the maximum cash or maximum shares.

This was an increased offer made in November after COG Financial Services made a rival bid and Count faced shareholder pushback of undervaluing Diverger. However, COG later withdrew its bid as it felt it was unlikely to receive the support of the Diverger shareholders who preferred the Count offer. 

“[COG] has formed the view that Diverger’s major shareholders, who could control the vote on the offer, in the absence of any public statements to the contrary, are unlikely to vote in favour of COG’s offer.”

Last month, Count chief executive Hugh Humphrey told Money Management that the deal is expected to complete at the end of February as it is supported by Diverger’s largest shareholder HUB24.

“The agreed deal is unanimously supported by all of their directors including by HUB24 who is a major shareholder in favour of the transaction.

“The team and [Diverger managing director] Nathan Jacobsen have been great to work with, it makes sense and everyone has been happy it is happening. 

“There have been a few false starts with acquisitions in this industry in the past, so we wanted to ensure we had everything aligned and everyone was supportive before we went public. It’s unique to have all of those ticked off.”

Diverger is one of two licensees which have seen strong share price growth this year, rising by 29 per cent since the start of the year to 12 December.