Slide 1: Proposed acquisition of Diverger Limited
Proposed acquisition of Diverger Limited 22 September 2023
Slide 2: Disclaimer
Disclaimer This presentation dated 22 September 2023 (Presentation) has been prepared, authorised and issued by Count Limited (Count) in relation to the potential transaction involving the possible acquisition of 100% of the issued shares in Diverger Limited (Diverger) (the Proposed Transaction). Th
Slide 3: Transaction highlights
Transaction highlights • Count Limited (ASX: CUP) (Count) and Diverger Limited (ASX: DVR) (Diverger) have entered into a binding Scheme Implementation Agreement under which Count will acquire 100% of the shares in Diverger by way of scheme of arrangement for total cash and scrip consideration of $45
Slide 4: Overview of Diverger
Overview of Diverger Diverger is a collective of accounting and advice brands that leverage the infrastructure and capability that Diverger brings. Diverger has a highly complementary business to Count. Wealth Solutions Accounting Solutions Business unit Licensing Priority Networking SMA / MAS Accou
Slide 5: Strategic rationale
Strategic rationale The transaction is well aligned to Count’s current operations and strategic priorities – the combination is expected to unlock material benefits for all stakeholders. • Material increase in scale for Wealth through addition of approximately 200 advisers Compelling ✓ strategic fit
Slide 6: Compelling strategic fit – combined operating model
Compelling strategic fit – combined operating model The Diverger business has a natural fit with Count. Wealth Accounting Services Equity partners: CARE Portfolio Shared services Legal, Risk and Finance HR Tech & Ops Marketing Other Compliance 6
Slide 7: Complementary businesses
Complementary businesses The transaction will increase Count’s scale and earnings diversification. Combined FUMA (A$bn) $17bn $12bn $29bn Advisers (#) 379 ~200 ~579 4% 14% 3% 23% 7% 49% $132m FY23 net revenue $95m 51% $38m (+40%) 55% 19% 75% 16% 26% FY23 EBITA 11% 44% $28m $18m $10m 47% (ex Corporat
Slide 8: Incremental growth opportunities
Incremental growth opportunities The proposed transaction is expected to unlock several incremental growth opportunities for the combined business. CARE managed accounts Count managed accounts Future equity investments CARE FUM ($bn) CAGR: 17% • Scope to • DWA managed account capability enhances • P
Slide 9: Attractive financial outcomes
Attractive financial outcomes Financially attractive transaction Sources and uses • Purchase price for Diverger of $45.3m • Attractive acquisition multiples Attractive valuation • The transaction will be funded through a combination of scrip and cash − EBITA multiple of 6.6x based on FY23 EBITA (4.6
Slide 10: Scale and enterprise value
Expected value realisation profile • Future M&A pipeline • Further revenue growth opportunities (CARE, DWA, Knowledge Shop / Tax Banter) • Operating leverage from increased scale & diversification EBITA1: $22m+ Scale and enterprise value Material uplift to scale, operating efficiency and earnings af
Slide 11: Indicative timeline
Indicative timeline First Court Hearing Mid December 2023 Diverger to dispatch Scheme Booklet to shareholders Mid December 2023 Diverger Shareholder Scheme Meeting Early February 2024 Second Court Hearing Early February 2024 Effective Date Mid February 2024 Record Date Mid February 2024 Implementati
Slide 12: Conclusion
Conclusion Transformational Accelerates Count’s execution of its strategic pillars including scaling acquisition Wealth through M&A and accelerate Services division growth opportunities Compelling rationale Highly complementary business with ability to drive positive change Materially value accretiv