Count Financial Ltd (COU) announces that it has entered into a Scheme Implementation Deed with Commonwealth Bank of Australia (CBA), under which CBA would acquire all of the ordinary shares in Count by a Scheme of Arrangement, subject to shareholder approval and in the absence of a superior proposal.
Barry Lambert, Count Founder and Executive Chairman, and the other members of the Board of Count unanimously recommend that Count shareholders vote in favour of the Scheme, in the absence of a superior proposal emerging and subject to an Independent Expert concluding that the offer is in the best interests of Count shareholders. Subject to these conditions, each Director of Count who holds Count shares intends to vote their shares in favour of the Scheme. Other Lambert Family members who in aggregate hold approximately 20% of Count shares have also indicated to Count that they will vote in favour of the Scheme, subject to no superior proposal being recommended by the Count Board.
Under the terms of the Scheme, Count shareholders will have the choice of receiving A$1.40 cash per Count share, or A$1.40 in CBA shares, based on the volume weighted average price (“VWAP”) of CBA shares on the ASX in the 5 Business Day period ending on the day before the Scheme Meeting date which is presently expected to be in November 2011. In addition, Count shareholders will receive the fully franked dividend of A$0.04 per Count share declared on 15 August 2011, in relation to Count’s second half 2011 results, before the Scheme becomes effective.
The offer consideration of A$1.40 per share to Count shareholders represents:
- a premium of 32.1% to the unadjusted closing price of A$1.060 on 29 August 2011;
- a premium of 46.3% to the unadjusted one month VWAP prior to 29 August 2011 of A$0.957;
- and a premium of 40.4% to the unadjusted three month VWAP prior to 29 August 2011 of A$0.997
- a premium of 52.2% to the adjusted closing price of A$0.651 on 29 August 2011;
- a premium of 73.0% to the adjusted1 one month VWAP prior to 29 August 2011 of A$0.573;
- and a premium of 64.6% to the adjusted1 three month VWAP prior to 29 August 2011 of A$0.602.



