Full Ardonagh Group announcement 8 May 2024
The Ardonagh Group (“Ardonagh” or “the Group”), has announced it has entered into a Scheme Implementation Deed (“SID”) to acquire all of the issued ordinary shares in PSC Insurance Group Limited (ASX:PSI) (“PSC”) for A$6.19 in cash per PSC Share pursuant to a scheme of arrangement1.
Ardonagh intends to merge PSC’s Australia and New Zealand operations with Envest Pty Ltd (“Envest”), acquired by the Group in February 2023, becoming one of Australia’s largest privately owned insurance distribution platforms, placing A$3.3 billion in gross written premium annually.
Envest CEO Greg Mullins will oversee the combined operations for Australia and New Zealand.
PSC’s UK operations will be merged into Ardonagh Specialty and Ardonagh Advisory, further building the Group’s position as one of the leading players in UK wholesale and retail broking.
The Scheme Cash Consideration represents an implied equity value of A$2.256 billion and enterprise value of A$2.429 billion.
Certain PSC directors and managers are rolling approximately 26% of their aggregate shareholdings in PSC into shares in The Ardonagh Group (“Rolling PSC Shareholders”).
Ardonagh intends to fund the transaction with approximately 50% equity from existing shareholders, Madison Dearborn Partners and HPS Investment Partners, and 50% debt including existing and new facilities. The transaction is expected to be near leverage neutral on a pro forma basis.
PSC is a diversified insurance services group which has over 40 trading brands and operations in Australia, the United Kingdom, Ireland, Hong Kong, Vietnam, New Zealand, and Bermuda employing 900 people and managing more than A$2.59 billion in global gross written premium.
PSC was founded in 2006 by Chairman Paul Dwyer who will join the Ardonagh senior management team upon completion of the deal and work closely with the leadership teams in Australia and Ardonagh Specialty to integrate and grow the combined businesses.
Ardonagh made its first acquisition in Australia in February 2021 with the purchase of Resilium Insurance Broking. It acquired Brisbane-headquartered Envest in February 2023 and merged both businesses into the Envest platform.
Since then, Ardonagh has backed Envest to complete over 30 acquisitions, building gross written premium to more than A$2.1 billion across Australia.
The Ardonagh Group places over USD$15 billion (A$23 billion) of premium globally on behalf of its clients and operates in 30 countries, with key platforms including MDS Group, a leading broker and risk management adviser across Portugal and Latin America, and Arachas, one of the largest insurance brokers in Ireland.
Ardonagh also owns Price Forbes, a major independent insurance broker in London, which places USD$7 billion (A$11 billion) of premium for wholesale clients annually.
Commenting on the announcement, David Ross, CEO of The Ardonagh Group, said: “The acquisition, which has secured the unanimous recommendation of PSC’s board, is a significant milestone in the global growth of Ardonagh and underlines our strong commitment to the markets we serve.
“Ardonagh has been assembled as a bastion of independence and scale, aligning high calibre businesses and management teams around quality advice for clients and entrepreneurial connectivity within the group. PSC’s journey and values align with our own and its portfolio of highly complementary businesses provides an abundance of opportunity to strengthen our positions in Australia, wholesale and specialty markets.”
Paul Dwyer, Chairman of PSC, added: “Today marks an important day in PSC’s history. This transaction recognises the quality and strength of PSC’s people and business that has developed over the last 18 years. We believe this transaction maximises value for PSC shareholders while also providing an excellent platform for growth for PSC employees and clients.”
Greg Mullins, CEO of Envest, added: “We are excited by the prospects announced today which we believe will deliver long term value for our customers, brokers and agencies. Envest and PSC are very aligned culturally, driving growth through the retention and development of talented people, and investment in a collection of distinct, independent brands led by local management teams.
“Together with Tony Robinson and the wider PSC leadership, we believe the scale and footprint we collectively bring to this next chapter is set to create huge opportunities to grow and innovate in the APAC region. Our clients remain the number one priority for both parties throughout this process.”
Andrew Wallin, Ardonagh Specialty CEO, said: “PSC’s Paragon and Carrolls teams have a fantastic track record in delivering high quality services and solutions across London and Bermuda. Their teams and capabilities are highly complementary with what we have built in Price Forbes, and their commitment to providing a boutique service to clients is perfectly aligned with our own.”
Paragon Co-CEOs, Tara Falk and James Kalbassi said: “Combining with one of the largest independent specialty brokers in the London market is an exciting prospect for everyone at Paragon, with greater resources for our customers and the opportunity to deepen our relationships with Paragon and Ardonagh’s valued broker partners. It’s a formidable combination of two like-minded, client focused and entrepreneurial broking organisations – a compelling opportunity for our leadership teams to build the best-in-class broker.”
The SID is subject to customary regulatory approvals, and the terms and conditions outlined in PSC’s market announcement available at https://www.asx.com.au/markets/company/PSI.
PSC’s Independent Board Committee (“IBC”), comprised of PSC’s Independent Non-Executive Directors and Tony Robinson, has considered the proposed Scheme and both the IBC and the full PSC Board unanimously recommend that PSC shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to an Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of shareholders. Subject to these same qualifications, each member of the IBC and the full PSC Board intends to vote, or procure the voting of, all PSC shares that they hold or control in favour of the Scheme.
Entities controlled by PSC directors Paul Dwyer, John Dwyer, Brian Austin, Tara Falk and James Kalbassi have also entered into co-operation deeds with Ardonagh in connection with the scheme of arrangement. The co-operation deeds include call options over part of their respective shareholdings representing in aggregate approximately 19.99% of the total issued shares in PSC, which are exercisable in the event of a competing proposal for PSC.
The SID contains customary exclusivity obligations on PSC, including a “no shop”, “no talk” and “no due diligence” obligations, with the “no talk” and “no due diligence” obligations subject to a fiduciary carve-out. PSC is also bound by other customary provisions including a notification and matching right regime in the event of a competing proposal.
The SID includes certain circumstances in which a break fee of approximately A$22.6 million2 would be payable to Ardonagh, or a reverse break fee of approximately A$22.6 million would be payable to PSC.
The scheme of arrangement is subject to approval by PSC shareholders as well as by the Court. It is expected that the Rolling PSC Shareholders will form a separate class of shareholders for the purposes of the scheme and there will therefore be two scheme meetings – one for the Rolling PSC Shareholders and the other for all other PSC shareholders. The Rolling PSC Shareholders will not be permitted to vote at the scheme meeting of the other PSC shareholders, and vice versa. Both classes of shareholders will need to pass a resolution approving the scheme for the scheme to become effective.
If the Scheme is approved by PSC shareholders and all other conditions precedent are satisfied or waived, the Scheme is currently expected to be implemented in late September 2024. The actual timing of the shareholder meetings and implementation of the Scheme will depend on when regulatory approvals are obtained.
Macquarie Capital and Stanton Road Partners are acting as financial advisers to The Ardonagh Group on this transaction alongside legal advisers Herbert Smith Freehills and Ashurst.