ClearView Wealth (ASX: CVW) is considering a $415 million takeover bid by Zurich Insurance Group subsidiary Zurich Financial Services Australia as part of a scheme implementation deed announced today.
Under the terms, ClearView shareholders would receive a cash consideration of $0.65 per ClearView share representing a 20.4% premium to the three-month volume weighted average price (VWAP) and a 26.4% premium to the 12-month VWAP.
That implies a price-to-book multiple of 1.2x the value of ClearView’s net assets at 30 June 2025, which totalled $349.8 million with 638.7 million issued shares.
ClearView – the parent company of Clearview Life Assurance – reported $413 million of in-force premiums at 30 June 2025 across the group.
ClearView shareholders will be eligible for a ‘ticking fee’ of $0.009 per share per day for every day the transaction is delayed beyond the target completion date of 30 September.
Aggregate Dividends Permitted
ClearView is permitted to pay aggregate dividends of up to $0.05 per share before the scheme is completed, which may be fully-franked.
The $0.65 consideration will be reduced by the aggregate cash amount per ClearView share of any permitted dividend declared or paid before this time.
For shareholders who can utilise franking credits, the total consideration, including any fully-franked permitted dividends and the value of the attached franking, may be up to $0.67 cents per ClearView share.
If the takeover is not implemented by 1 January 2027, shareholders will receive an additional cash amount of $0.013 per share per day until completion.
Unanimous Recommendation
ClearView’s board has unanimously recommended that shareholders vote in favour of the scheme and all directors have committed to doing the same with the ClearView shares they hold or control.
Major shareholder Crescent Capital Partners — which controls the voting rights to 53% of the ClearView shares on issue — has notified the board it will vote all shares in favour.
Chair Geoff Black said the Zurich takeover would be in the best interests of ClearView shareholders.
“We believe Zurich and ClearView are highly-complementary brands in life insurance and Zurich will be a great custodian to continue delivering ClearView’s ClearChoice product that protects what is most important to Australians,” he said.
“While we remain confident in the long-term outlook for the business and ClearView’s opportunity to continue its success, this scheme enables our investors to realise full liquidity and certain value for their ClearView shares.”
