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GPG accepts higher bid for ClearView

Private equity group Crescent Capital will gain control of ClearView Wealth after raising its takeover bid from 50 cents to 55 cents a share and promising special dividends for shareholders who accept.

While the bid falls short of the 68-74 cents declared fair value by independent expert KPMG and is below embedded value of $265 million, it has been accepted by 47.8% shareholder Guinness Peat Group (GPG) and is destined to succeed.

ClearView’s board has also accepted the increased offer – which pushes the company’s valuation from $220 million to $242 million – and entered an implementation agreement with Crescent’s bid vehicle, CCP BidCo.

ClearView MD Simon Swanson and his management team will stay in place after the takeover and Gary Weiss, former lieutenant to GPG founder Sir Ron Brierley, will become non-executive chairman.

Mr Weiss left GPG last April when the company decided to sell its assets. Through his Ariadne group he holds 2.9% of ClearView.

Under the implementation agreement, the ClearView board will declare a special unfranked dividend of 2.2 cents a share once the bid is unconditional and Crescent controls 50% of the company.

The special dividend and the previously announced 1.8-cent fully franked dividend will go to shareholders accepting the revised bid, giving them 59 cents per share.

In its previous 50-cent bid Crescent proposed to deduct the 1.8-cent dividend from the offer price, limiting shareholders to 48.2 cents.

ClearView Chairman Ray Kellerman says GPG’s intention to sell has been hanging over the ClearView share register for some time.

“Under the negotiated arrangements, GPG is able to fulfil its objective, ClearView shareholders receive a substantially increased payment opportunity and the company gains a majority shareholder with the capital and experience to add value so ClearView may continue the execution of its profitable growth objectives,” he said in a statement.

The Australian Prudential Regulation Authority and the Foreign Investment Review Board must approve the bid before it becomes unconditional.

Crescent has about $1 billion invested in companies including travel insurer Cover-More, plus exposure to the health science and industrial sectors.

ClearView has $3 billion in funds under management and $41 million in annual risk premium income.