Federal Court approves Count acquisition of Diverger

Count has announced that the Federal Court on Thursday made orders approving the scheme of arrangement for its proposed acquisition of Diverger.

This marks the final step required for the acquisition to go ahead, after Diverger shareholders voted in favour of the scheme in January.

Count chief executive Hugh Humphrey said the Federal Court approval paved the way for Count to complete the transaction in the coming weeks.

“The completion of this milestone confirms our previously announced strategic growth ambitions through the acquisition of Diverger. This is a pinnacle moment in our 44-year history which will transform Count into a larger, more diversified business,” Mr Humphrey said.

He added that the expanded business would be able to deliver added benefits to its national network of accountants, financial advisers, and their clients.

“Our members and their clients will have access to a range of new services offered by Diverger, along with the scale benefits that come from being one of Australia’s largest integrated accounting, wealth and services providers,” Mr Humphrey said.

The acquisition is set to complete on 1 March 2024.

The deal was initially announced in September 2023, with Count noting it would acquire 100 per cent of the issued shares in Diverger by way of a scheme of arrangement that values Diverger at $45.3 million.

“We believe every Australian should be able to access professional accounting and advice services from a trusted source, which in turn gives them the confidence to look ahead,” Mr Humphrey said at the time.

“Diverger has a strong cultural fit with our company and the combination is expected to unlock material benefits for all stakeholders as well as positioning us to lead further consolidation.”

Diverger’s major shareholder, HUB24, issued a statement of support for the transaction, noting it would vote in favour of the scheme in the absence of a superior proposal.

The deal hit a roadblock soon after it was announced when DMX Asset Management – a holder of a 5.2 per cent stake in Diverger – publicly rejected the deal, which it said “substantially” undervalues the firm.

In an October statement to the ASX in response to media reports that a second bidder had emerged, Diverger confirmed that COG Financial Services had made a non-binding indicative offer to acquire the business.

However, COG withdrew its offer in November 2023.