ClearView Wealth and Matrix Holdings have entered into a merger implementation deed.
Under the terms of the proposed transaction, Matrix shareholders will be offered $4.407 in cash and 8.776 ClearView shares (subject to performance conditions) per Matrix share.
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This means that, in aggregate, Matrix shareholders will be offered a total amount of $7.75 million in cash and 15.432 million ClearView shares (subject to performance conditions) at 81 cents per share being the 90 day volume weighted average price.
Matrix’s Board unanimously recommends that Matrix shareholders accept the offer (in the absence of a superior proposal) and Matrix’s Directors intend to accept the offer in respect of their own shares.
Matrix Directors believe that the offer creates an opportunity for Matrix shareholders to own shares in one of Australia’s fastest growing and innovative financial services companies which is committed to providing high quality advice to its customers.
Several of Matrix’s shareholders have entered into pre-bid acceptance deeds committing to ClearView to accept the offer in respect of the approximately 17.5% of the issued share capital of Matrix they hold.
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By GlobalDataThe Chairman of Matrix, Pieter Franzen has agreed, should the offer be successful, to be the Chairman of the integrated Matrix dealer group.
ClearView expects that in financial year 2015 the proposed transaction will have an initial negative impact of less than $1 million on ClearView’s FY15 Underlying NPAT (given the upfront investment required to accelerate growth) and, in ensuing years, the transaction will be earnings accretive.
The Managing Director of ClearView, Mr Simon Swanson commented on the proposal as follows:
"This transaction, combined with our recent results, will provide further momentum in ClearView’s goal of building Australia’s best financial advice and financial services business.
The addition of the high quality Matrix business propels the combined entity to be a significant player in the financial services industry and the only integrated life insurer and wealth manager that is not aligned to a major institution.
It is ClearView’s intention to maintain the Matrix brand and key people so as to continue to grow the combined ClearView business."
Mr Pieter Franzen, Chairman of Matrix commented:
"The Matrix Board is fully committed to ClearView’s goal of establishing the highest quality financial advice businesses in Australia with significant solutions in both life insurance and wealth management. The quality of ClearView’s business is self-evident from its recent results.
The Board and people of Matrix are delighted to have the opportunity to be able to continue their focus on good outcomes for our customers with the added resources of ClearView."
