Delays Could Trigger Ticking Fees in Zurich’s Acquisition of ClearView

Deal Overview

ClearView Wealth Limited (ASX: CVW) has entered into a scheme implementation deed with Zurich Financial Services Australia Limited, a subsidiary of Zurich Insurance Group Ltd, under which Zurich will acquire all outstanding ClearView shares. The acquisition values ClearView at approximately $415 million, with shareholders to receive 65 cents per share in cash, subject to adjustments for dividends and potential delays.

This cash consideration represents a 21.5% premium to ClearView’s closing share price on 23 February 2026, reflecting a price-to-book multiple of 1.2 times based on ClearView’s net assets as of 30 June 2025. The transaction is structured as a scheme of arrangement, requiring shareholder and court approval, as well as regulatory clearances from the Australian Competition and Consumer Commission (ACCC) and the Australian Prudential Regulation Authority (APRA).

Dividend and Ticking Fee Details

ClearView’s board intends to pay a fully franked conditional special dividend of up to 5 cents per share prior to the scheme’s implementation. This dividend will reduce the scheme consideration on a dollar-for-dollar basis but may add value for shareholders able to utilise franking credits, potentially increasing the effective consideration to approximately 67 cents per share.

Should the scheme’s effective date be delayed beyond 30 September 2026, shareholders will be entitled to a ticking fee to compensate for the delay. The fee accrues daily at approximately 0.26 cents per share per month until 31 December 2026, increasing to 0.40 cents per share per month thereafter. This ticking fee is payable in addition to the base cash consideration and dividends.

Board and Shareholder Support

The ClearView board unanimously recommends shareholders vote in favour of the scheme, subject to the absence of a superior proposal and a positive conclusion from an independent expert. Notably, Crescent Capital Partners, ClearView’s largest shareholder group holding 53% of shares, has committed to vote in favour, providing strong backing for the transaction.

ClearView’s chairman, Geoff Black, highlighted the strategic fit between the two companies, noting Zurich’s capability to steward ClearView’s ClearChoice product and the opportunity for shareholders to realise liquidity at a premium. The board remains confident in ClearView’s long-term prospects but views the scheme as a compelling value proposition for shareholders.

Conditions and Next Steps

The transaction remains subject to several conditions precedent, including shareholder approval at a scheme meeting expected in mid-August 2026, court approval, and regulatory clearances. The scheme booklet containing detailed information and the independent expert’s report will be dispatched to shareholders following ASIC and court review.

Both parties have agreed to exclusivity provisions, with break fees and reverse break fees set at 1% of the aggregate scheme consideration to protect against premature termination or competing proposals. ClearView shareholders are advised that no action is required at this stage.