Takeover target Selfwealth receives new, higher offer from Svava
ASX-listed SelfWealth Ltd have announced that it has received a non-binding indicative proposal from Svava Pte Ltd to acquire 100% of the shares in Selfwealth for $0.28 cash per share by way of a scheme of arrangement (“Svava Proposal”). Svava has also notified Selfwealth that it has acquired beneficial ownership of approximately 43.4 million Selfwealth shares, representing approximately 18.8% of shares on issue.
Svava, through its Syfe brand, operates wealth management platforms in Singapore, Australia, and Hong Kong.
Background
On 25 November 2024, Selfwealth announced that it had entered into a scheme implementation deed (“Bell SID”) with Bell Financial Group, pursuant to which Bell had agreed to acquire 100% of the shares in Selfwealth for $0.25 cash per share, with a Bell share consideration alternative at Selfwealth shareholders’ election, by way of a scheme of arrangement (“Bell Offer”).
The Bell Offer is subject to various conditions set out in the Bell SID, which includes approval by Selfwealth shareholders at a scheme of arrangement meeting, which is expected to be held before the end of March 2025. The Bell SID also includes a range of customary exclusivity provisions.
Svava Proposal value
The Svava Proposal values Selfwealth at approximately $65 million on a 100% equity basis and represents a 133% premium to the last close share price of Selfwealth of $0.120 as at 12 November 2024, being the day immediately prior to announcement of Bell’s initial public proposal for Selfwealth.
Review of Svava Proposal
The Selfwealth Board, having reviewed the Svava Proposal with the assistance of its financial and legal advisers, has determined in accordance with the terms of the Bell SID that the Svava Proposal, while indicative and non-binding, could reasonably be considered to become a Superior Proposal (as defined in the Bell SID).
The Selfwealth Board continues to unanimously recommend that Selfwealth shareholders vote in favour of the Bell Offer, in the absence of a Superior Proposal (as defined in the Bell SID) and subject to an independent expert concluding (and continuing to conclude) that the Bell Offer is in the best interests of Selfwealth shareholders. Subject to the same qualifications, each Selfwealth Board member intends to vote, or procure the voting of, any shares held or controlled by them or held on their behalf at the time of the scheme meeting in favour of the Bell Offer.
Next steps
Selfwealth is engaging with Svava and has requested further information regarding certain matters, including Svava’s funding capacity and potential requirement for regulatory approvals, including from the Foreign Investment Review Board.
There is no certainty that the Svava Proposal will result in a binding transaction.
Selfwealth shareholders do not need to take any action at this time in relation to either the Svava Proposal or the Bell Offer.
Selfwealth will continue to keep shareholders informed about the Svava Proposal and the Bell Offer in accordance with its continuous disclosure obligations.
