The Ardonagh Group notes that PSC Insurance has released the Scheme Booklet on the Australian Securities Exchange (ASX), following registration of the Scheme Booklet with the Australian Securities and Investments Commission (ASIC). The Scheme Booklet will be sent to PSC Insurance shareholders who are scheduled to vote on the proposed Scheme of Arrangement on 26 September 2024.
The publication of the Scheme Booklet, including the findings of The Independent Expert’s Report (IER), represents a significant milestone in bringing these two companies together, to create enhanced value for stakeholders.
The IER states the transaction is ‘in the best interests’ of PSC Insurance shareholders as a whole at the valuation date (being 31 March 2024) in the absence of a superior offer because the cash consideration component of the Scheme is ‘fair’ and, as a result, the Scheme is also ‘reasonable’.
The Ardonagh Group growth strategy is highly selective, acquiring high-performing businesses backed by quality management teams. Good progress is being made to conclude the transaction with PSC, which once complete will transform Ardonagh’s presence in Australia, New Zealand and the region.
Ardonagh continues to work closely with regulatory authorities and stakeholders to ensure a smooth and efficient transition. We are confident that our shared strategic vision and complementary capabilities will firmly position us to deliver innovative solutions and superior service to clients globally.
The scheme of arrangement is subject to approval by PSC shareholders as well as by the Federal Court of Australia at the Second Court Hearing and is subject to customary regulatory approvals. If the Scheme is approved by PSC shareholders and all other conditions precedent are satisfied or waived (including FIRB and FCA approvals), the Scheme is currently expected to be implemented in early October 2024. The actual timing of the shareholder meetings and implementation of the Scheme will depend on when outstanding regulatory approvals are obtained.
For further updates or inquiries regarding this acquisition, please refer to the information provided in the Scheme Booklet or contact our designated communication channels.
ENDS
For more information, please contact:
Australia and New Zealand
Peter Brookes
peter.brookes@sodali.com / +61 407 911 389
Jack Gordon
jack.gordon@sodali.com / +61 478 060362
UK and rest of world
Justin Griffiths/Siobhan McCluskey
ardonagh@sodali.com / +44 (0)20 7250 1446
NOTES TO EDITORS
THE ARDONAGH GROUP
The Ardonagh Group is one of the world’s largest independent insurance distribution platforms and a top 20 global broker. We are a collection of best-in-class entrepreneurial and specialist brands with a combined workforce of over 10,000 colleagues and a network spanning 200+ locations in more than 30 countries. Across our portfolio, we offer a highly diversified range of insurance-related products and services across the full insurance value chain globally. From complex multinational corporations to individuals purchasing personal insurance policies, our understanding of the communities we serve, together with our scale and breadth, allows us to work with our insurer partners to deliver a broad range of product and risk solutions that meet customer needs.
The Ardonagh Group reported pro forma income for 2023 of $1.9 billion and pro forma adjusted EBITDA of $695 million, including completed and committed acquisitions to 20 March 2024. Ardonagh's shareholders are Madison Dearborn Partners, LLC (MDP) and HPS Investment Partners (HPS).
PSC INSURANCE GROUP
PSC Insurance Group Limited is an Australian-based diversified insurance services company. The Company primarily operates in Australia, the United Kingdom, Hong Kong, and New Zealand. It operates through four segments: Distribution, Agency, United Kingdom (International) and Group. The Company’s Distribution segment includes PSC Insurance Brokers, PSC Network Insurance Partners, PSC Life, and PSC Workers Compensation Services. Its Agency segment offers underwriting agencies, including Chase Underwriting, Breeze Underwriting, Chase Travel, and Medisure Indemnity Australia. Its United Kingdom (International) segment includes Paragon International Insurance Brokers, Paragon Bermuda, Carrolls, Breeze Underwriting (UK), Chase Underwriting (UK), PSC UK Insurance Brokers, PSC Europe, and the Hong Kong businesses. The Company’s Group segment includes various investments from non-operating assets.
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