Tilney and Smith & Williamson have agreed a revised transaction structure for their merger.
The combined group will be known as Tilney Smith & Williamson and claims it will be “the UK’s leading integrated wealth management and professional services business”.
As part of the revised transaction, funds advised by Warburg Pincus will co-invest alongside funds from Permira.
As a result, there will be a significant reduction in external debt for the combined group, lower ongoing financing costs and an improved regulatory capital position.
This is Warburg Pincus’ sixth investment in a wealth management company and adds credibility to the deal. Warburg Pincus, in total, has invested more than $15bn in over 120 financial service businesses.
Both Tilney and Smith & Williamson have continued to provide full services for clients during the Covid-19 pandemic. Furthermore, client engagement has been high and net flows have increased in the first half of 2020 compared to the same period in 2019.
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In addition, AGF, Smith & Williamson’s largest shareholder, will now fully exit its investment in the group.
The deal is set to complete in H2 2020, subject to regulatory approval.
David Cobb and Kevin Stopps, co-chief Executives of Smith & Williamson, said: “The rationale for merging Smith & Williamson with Tilney has been persuasive from the outset, given the complementary strengths of the two businesses and the benefits of scale the combination will bring.
“The revised structure retains both these strategic benefits, as well as value for our shareholders, and delivers a more robust financial structure and a strong additional partner for the future in Warburg Pincus. It is testament to the outcome that we have been striving for and the strong working relationship between all parties that we have been able to reach this agreement despite the Covid crisis. We are confident the combination will be even better placed to meet the new challenges and opportunities that will arise in the future.”
Chris Woodhouse, chief executive of Tilney, added: “I am delighted that we have agreed terms on a revised transaction structure. This transformational deal brings together two highly complementary and successful businesses, with shared values of focusing on our clients and high standards of professionalism.
“Together, Tilney Smith & Williamson will be uniquely well placed to support clients with both their personal financial affairs and business interests. The compelling rationale has been further validated by Warburg Pincus making a significant investment in the business against the backdrop of a major global health crisis and related challenges in the economic environment. This is a real vote of confidence in what we are building and its prospects. Integration planning is well advanced and we look forward to progressing the deal through to completion in the coming months.”