PSC Insurance Group shareholders will vote on the $2.3 billion takeover offer from UK-based Ardonagh on September 26, potentially allowing the deal to take effect in October.

The Federal Court has cleared the way for the vote and distribution of information on the deal, which is to be completed through a scheme of arrangement. 

The scheme booklet, provided to shareholders and released today on the Australian Securities Exchange, includes an independent expert report from FTI Consulting. 

FTI concludes the scheme is “in the best interests of PSC shareholders as a whole in the absence of a superior offer because the cash consideration component ... is fair and, as a result, the scheme is also reasonable”.

The independent expert has assessed PSC’s value at between $5.69 and $6.65 per share on a controlling interest basis, with the $6.19 cash consideration offered by Ardonagh above the midpoint of the range.

The vote will involve two meetings, both held in Melbourne and online. The first is for those who will receive only a cash amount if the deal is approved; the second is for shareholders who will receive a cash and scrip combination. 

Ardonagh announced the plan to buy PSC on May 8 after the Melbourne-based business had previously confirmed it received “multiple strategic approaches”. 

The PSC board, which has unanimously recommended Ardonagh’s bid, says in the scheme booklet that the possibility of a competing, superior proposal is low and no director has received any approaches that would cause them to believe a competing proposal is likely. 

A court hearing to approve the scheme is expected to be held on October 1 if shareholders vote in favour. October 2 would be the last day of trading in PSC shares, with the scheme implementation date scheduled for October 11. 

PSC will release its full-year financial results tomorrow.

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