Australian insurance broker Steadfast Group Ltd. received an indicative offer from US specialty insurance distributor Amwins Group Inc., and private equity firm Dragoneer Investment Group LLC, that sent its shares surging by a record 36%.
The conditional, non-binding cash offer of A$6 per share ($4.21) announced Wednesday is a nearly 52% premium to the stock’s Tuesday closing price, giving the company an enterprise value of about A$7.7 billion, including debt, according to Sydney-based Steadfast. The move follows two lower offers from the consortium for the company, Steadfast said.
Dragoneer intends to take ownership of Steadfast’s retail brokerage business, while Amwins plans to acquire the firm’s underwriting agency business, according to a statement.
Steadfast said its board “has determined that it is in the best interests of Steadfast shareholders,” to explore the deal and it agreed an eight-week due diligence period with the would-be purchasers. The company’s shares surged to A$5.38.
The offer follows a share price slump that wiped out around 40% from Steadfast’s market value from a high last year until Tuesday. The decline began in late October with the biggest-one day slump after the firm said that Chief Executive Robert Kelly would take temporary leave amid an investigation of a workplace complaint made against him. Kelly was reinstated the following month after an external investigation, the company said at the time, before announcing in February that Kelly plans to retire.
The offer reflects “a timely bid as the CEO is moving on,” said Rom Shamgar, head of Australian equities at TAMIM in Sydney. “So it’s been vulnerable to a takeover,” he said.
Read More: Steadfast Gets Offer From Group at 52% Premium: M&A Snapshot
US-headquartered Amwin is a global specialty insurance distributor with $48.8 billion in annual premium placements and more than 8,000 employees, according to its website.
JPMorgan Chase & Co. and Citigroup have been appointed as joint financial advisers on the deal, Steadfast said.
USI claims that Billy J. MacNair is violating employment and severance agreements by using confidential information and soliciting his former clients for his own Pennsylvania-based MacNair Enterprises LLC in direct competition with USI.
According to the complaint filed in federal district court for Connecticut, MacNair worked for USI in Norwalk, Connecticut from September 18, 2023 to January 29, 2026, during which time he gained access to USI’s confidential information while building and managing a book of business.
USI said MacNair’s employment was “involuntarily terminated” but the complaint does not say why. The complaint maintains that under his employment agreement, MacNair agreed he would not use confidential information or solicit clients he managed for two years after leaving USI.