Steadfast Group has entered into a Scheme Implementation Deed (SID) with Amwins Australasia and Starboard BidCo, an entity indirectly owned by funds managed or advised by affiliates of Dragoneer and Kohlberg Kravis Roberts & Co. L.P., for the acquisition of all of the issued shares of Steadfast at an enterprise value of approximately AUD 7.7 billion.
Back in June, Steadfast received a conditional, non-binding and indicative offer from Amwins and Dragoneer to acquire 100% of its outstanding share capital for AUD 6.00 per share in cash. Earlier this week, the Consortium confirmed that due diligence is in its final stages with key terms substantially agreed.
Steadfast has now announced that it has entered into the SID with Starboard BidCo and Amwins Australasia for the acquisition by way of a scheme arrangement.
Under the terms of the deal, Dragoneer’s Starboard BidCo will purchase 100% of Steadfast upon implementation of the SID, and once finalised, Amwins Australasia will acquire Steadfast’s underwriting agency business segment, while Starboard BidCo will keep ownership of Steadfast’s broking business.
Steadfast confirms that these transactions will happen after its shareholders have transferred their shares in
Steadfast to Starboard BidCo and received their Scheme Consideration.
The insurer’s shareholders will be entitled to receive the Scheme Consideration of AUD 6.00 per share in cash, less the cash amount of any Permitted Dividends paid per Steadfast share, subject to applicable conditions being satisfied or waived.
Steadfast explains that it is permitted to pay dividends to shareholders comprising an ordinary final dividend in respect of FY26 and a special dividend prior to Scheme implementation, of an aggregate amount of up to $0.20 per Steadfast share.
The Scheme Consideration implies an enterprise value of approximately AUD 7.7 billion for Steadfast, and represents a premium of 51.9% to the company’s undisturbed closing share price of AUD 3.95 on 9 June 2026, the last day of trading prior to Steadfast receiving the proposal. It also represents 48.9% to Steadfast’s one-month volume weighted average price of AUD 4.03 per share up until 9 June 2026, and 44.1% to Steadfast’s three-month volume weighted average price of AUD 4.16 per share up until 9 June 2026.
After taking into account the significant premium offered under the Scheme, the opportunity for Steadfast shareholders to realise certain cash value given the Scheme Consideration is 100% cash, as well as potential alternative strategic options available to Steadfast, and market conditions with pricing of insurance premiums, the Steadfast Board has unanimously recommended that shareholders vote in favour of the Scheme.
Steadfast’s Chair, Vicki Allen, said: “The decision to recommend this offer follows careful consideration by the Board and its advisers. The Steadfast Board intends to unanimously recommend that Steadfast shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the Scheme is in the best interests of Steadfast shareholders.”
Robert Kelly AM, Steadfast’s Managing Director & Chief Executive Officer, commented: “I am pleased to support the Scheme Consideration of $6.00, as it recognises the significant value created by Steadfast for its public investors and provides an exciting opportunity for the next phase of our growth. With the backing of experienced international investors, we believe Steadfast can strengthen its competitive position, accelerate investment in technology and services, support our independent broker network and create further growth opportunities for the organisation.”
In terms of next steps, lodgement of the Scheme with the Australian Securities and Investments Commission (ASIC) and the Australian Securities Exchange (ASX) is expected in early October, with a first court hearing later that month. A Steadfast Scheme meeting is expected to occur mid to late November, followed by a second court hearing in late November, with implementation expected in mid to late December of this year.
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