Crowe Horwath has signed an agreement in relation to a proposal under which FIWA will acquire all of the shares in Crowe Horwath by way of a scheme of arrangement.
The ‘Process Agreement’ provides for an exclusivity period that ends on 30 July 2014, during which FIWA will undertake further due diligence in respect of Crowe Horwath, and the parties will seek to negotiate the detailed terms of a scheme implementation agreement including consideration.
Under the exclusivity arrangements, Crowe Horwath must not “solicit, invite, facilitate, encourage or initiate enquiries, negotiations or discussions with a view to obtaining any expression or interest, offer or proposal from a third party in relation to a competing transaction”.
In addition, Crowe Horwath must not negotiate or discuss a competing transaction with a third party, and the company must not solicit, invite, facilitate or encourage a third party to undertake due diligence on Crowe Horwath.
“The proposed transaction would be effected by way of a scheme of arrangement and, as such, would be subject to the approval of the board and shareholders of Crowe Horwath,” said a statement on the ASX.
“Any scheme implementation agreement entered into by the parties will provide for an independent expert’s report to be provided to shareholders as part of the scheme booklet.”
Crowe Horwath has advised that it is no longer in discussions with Anchorage Capital Partners Pty Ltd in relation to the proposal submitted by Anchorage on 19 March 2014.
The proposal follows FIWA’s acquisition of Centric Wealth early this year, which led to 45 staff members leaving Centric.
Update: FIWA has issued a statement in which its chief executive, Spiro Paule, said “all [FIWA] acquisitions follow a measured and thorough evaluation of target companies”.
“Findex has long had a strategy of growth through acquisition. Our highest profile transaction is that of Centric Wealth. This transaction only occurred after much due diligence and consideration from our experienced mergers and acquisition team. The purchase of Centric Wealth was the right step for the business, our staff and clients and will see the brand maintain its privately owned and non-aligned status,” said Mr Paule.
“We look for businesses with the right strategic and cultural fit for our group. Any future acquisitions will follow this same course. We are undertaking due diligence with Crowe Howarth and have exclusivity until 30 July,” he said.
“We currently sit as the largest privately-owned and non-aligned financial services business. We plan to further grow our business in wealth, accountancy and all the adjacent financial services. As such, we are always considering any number of quality businesses to join our group, one of which is Crowe Howarth. Further details will be disclosed at the appropriate time,” said Mr Paule.
