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Steadfast extends exclusivity for Amwins and Dragoneer’s $5.41 bn takeover offer

Steadfast extends exclusivity for Amwins and Dragoneer’s A$7.7 bn takeover offer

Australia’s Steadfast Group extended the deadline for an Amwins-led consortium to acquire the insurance broker for A$7.7 bn, or about $5.41 bn, by another two weeks as due diligence nears completion.

The broker said the exclusivity period will now run until August 19. That gives Steadfast, Amwins Group and Dragoneer Investment Group more time to complete remaining confirmatory checks, finalise transaction documents and secure internal approvals.

Steadfast said the process had made positive progress over the past eight weeks. The company said the consortium had substantially completed its due diligence work and remained committed to finishing the remaining review steps promptly.

The takeover proposal remains conditional, non-binding and indicative. Amwins and Dragoneer offered to acquire 100% of Steadfast’s outstanding share capital through a scheme of arrangement at A$6.00 per share in cash. The price would fall by the value of any dividends or distributions declared or paid by Steadfast after June 5.

The A$6.00-per-share proposal values the Sydney-based broker at an enterprise value of A$7.7 bn. It represents a 52% premium to Steadfast’s last closing share price before the original proposal emerged.

The current bid marks the consortium’s third and highest approach. Earlier offers of A$5.50 and A$5.83 per share failed to produce an agreement.

The structure separates Steadfast’s main businesses between the consortium members. Amwins, a US insurance distributor, would acquire Steadfast’s underwriting agency operations. Dragoneer would take control of the retail brokerage business.

Kohlberg Kravis Roberts & Co. later joined the consortium as a co-lead investment partner with Dragoneer in Steadfast’s retail brokerage business.

Steadfast had already extended the exclusivity and process deed by four weeks in July. The latest two-week extension suggests the parties remain close enough to continue work, but not ready to sign.

The deal still needs final documentation, internal sign-offs and any required approvals before it becomes binding.

The consortium reconfirmed its intention to proceed with the acquisition proposal, according to Steadfast.

Steadfast shares edged up 0.4% to A$5.17 in early trading after the reaffirmed offer, while the broader ASX 200 index fell 0.8%. The exchange rate used in the transaction context was $1 to A$1.4426.