Count ups Diverger bid after shareholder pushback

17 November 2023
| By Jasmine Siljic |
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Count has raised its offer to acquire 100 per cent of Diverger, with Diverger’s board “unanimously” recommending the deal is in its best interests

In an announcement to the ASX, Count confirmed it has increased its offer to $1.365 per Diverger share including $0.40 per in cash and a scrip consideration of 1.44 Count shares per Diverger share held.

The increased bid comes after rival bidder COG made a bid of $1.41 per share, which was later withdrawn.

Major Diverger shareholder DMX had been in favour of the COG bid as it felt Count's offer undervalued the company.

DMX reaffirmed its view in a recent investor update: “We believe that this bid by COG at $1.41 validates our view (that we had articulated to the DVR board) that the Count offer at $1.14 materially undervalues DVR and should not be accepted.”

But Diverger favoured the Count offer, with Humphrey saying Count has a matching right to match the offer of any superior bids, leading to today's higher offer. 

Moreover, Diverger is now permitted to pay a fully franked cash dividend of up to $0.10 per Diverger share on or before the implementation of the scheme. 

“The Diverger board continues to unanimously consider that the scheme is in the best interests of Diverger shareholders,” the firm said.

The statement added that Count’s offer provides “compelling benefits”, with both firms expected to see a significantly strengthened market position, enhanced scale and market liquidity. 

Three of Diverger’s shareholders - HUB24, Harvest Lane Asset Management and Kevin White - all expressed their support for the new offer and intended to vote in favour. 

Earlier this week, rival bidder COG Financial Services Limited withdrew its “superior proposal” made last month to merge with Diverger. 

The offer proposed to acquire all of the Diverger shares on issue for $1.41 per share with $0.68 in cash per Diverger share (48 per cent) and $0.73 in COG shares (52 per cent).

Count CEO Hugh Humphrey also previously told Money Management that the deal is expected to reach completion on 27 February.

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