ClearView Wealth MD Simon Swanson will not sell his 2.5% shareholding in the company under the $242 million takeover offer by Crescent Capital, as he and fellow director David Goodsall say the bid “does not represent fair value”.

Private equity group Crescent launched its bid in July at 50 cents a share, lifting it last month to 55 cents plus four cents in dividends after 47.8% shareholder Guinness Peat Group (GPG) declined the first offer.

GPG accepted the higher bid, even though it is lower than the 68-74 cents declared fair value by independent expert KPMG and is below the embedded value of 64.2 cents a share.

ClearView’s board then entered an implementation agreement with Crescent.

Mr Swanson and his management team will stay in place after the takeover and he says he is happy to remain an investor.

“I want to stay in,” he told insuranceNEWS.com.au. “The ClearView strategy is working… we can increase the share price and investment returns.”

Although the board co-operated with Crescent once GPG agreed to sell, Mr Swanson says “the house view, so to speak, is that the bid is not fair value”.

Mr Swanson says he is unsure what percentage of ClearView will pass to Crescent but “some other investors may stay in”.

Crescent currently controls 11.6% of ClearView, mainly through stakes held by former GPG employee Gary Weiss, who will become ClearView chairman after the takeover, and merchant bank Investec.

This will rise to nearly 60% when the GPG stake passes to Crescent. Paradice Investment Management, which controls 6.17%, and Investec’s private equity arm, which has 7.2%, have not said whether they will sell.