Count Limited (ASX:CUP) entered into a binding scheme implementation deed to acquire Diverger Limited (ASX:DVR) from HUB24 Limited and others for AUD 45.3 million on September 22, 2023. Under the Scheme, Diverger shareholders will receive consideration comprising 1.38 Count ordinary shares plus $0.367 in cash per Diverger ordinary share (the Standard Consideration). This implies a value of $1.14 per Diverger ordinary share. As an alternative to the Standard Consideration, Diverger shareholders will be offered the choice of receiving alternative consideration of either $1.10 per Diverger share in cash or 2.07 Count ordinary shares per Diverger share, with the availability of this alternative consideration subject to a scale-back mechanism that will cap the total amount of cash consideration to be paid to Diverger shareholders at $14.6 million and the number of new Count ordinary shares issued at 54.9 million. The Scheme values Diverger at $45.3 million. The cash component of the offer totaling $14.6 million, will be funded by a new debt facility. As part of the agreement, Count will acquire 100% of the issued shares in Diverger. Count and Diverger shareholders are expected to own approximately 67% and 33% respectively of the combined group on closing. In the event of termination, Diverger may be required to pay Count a break-fee of $500,000 and vice versa. Following completion of the transaction, members of the executive leadership team will continue to report to CEO Hugh Humphrey. The Board of Count will remain unchanged. Key roles in Diverger will transition across to Count, and talented individuals will be secured into new roles or engaged for transitional periods.
The transaction is subject to court approval, regulatory approval and Diverger?s shareholders approval. The transaction is unanimously recommended by the Board of Directors of Diverger. HUB24 which currently holds approximately 31.5% of Divergers ordinary shares, in the absence of a superior proposal, intends to vote all of the Diverger shares it holds or controls in favour of the Scheme. Transaction is expected to be implemented in 1H CY 2024. Transaction will be EPS accretive after completion and 25%+ EPS accretive after realisation of the expected full annual run-rate cost synergies. UBS acted as financial adviser and Baker McKenzie acted as legal adviser to Count.