Christine Christian

Bell Financial Group Ltd (BFG), a diversified financial services business, has made a non-binding proposal to the board of SelfWealth Ltd (ASX: SWF) to acquire 100% of SelfWealth for $0.22 per share through a scheme of arrangement, valuing SelfWealth at approximately $51 million.

The SelfWealth board has agreed to progress negotiations with BFG on an exclusive basis and intends to unanimously recommend that shareholders vote in favor of the proposal, in the absence of a superior offer.

The proposal offers a significant premium to recent trading prices of SWF shares. BFG shareholders are expected to benefit from increased scale in the online broking business, cost synergies, and material earnings per share accretion post-integration. The acquisition will add approximately 130,000 active portfolios to BFG’s holdings, increasing sponsored holdings by $11 billion to $94 billion.

Integration is expected to cause minimal disruption due to similarities between the two businesses.

BFG Chair Brian Wilson AO commented: “We are excited by the prospect of welcoming SelfWealth’s clients and team to Bell. Clients will benefit from a superior user experience and access to a broader array of products and services within BFG.”

SelfWealth Chair Christine Christian AO added: “The BFG proposal is compelling for SelfWealth’s shareholders, team members, and clients. It provides an attractive cash price and the opportunity to share in potential synergies for those electing to receive BFG shares. We also believe clients will benefit from BFG’s diversified wealth management offerings.”

The proposal includes a scrip alternative allowing SWF shareholders to opt for BFG shares instead of cash. Conditions include:

• The SelfWealth board’s unanimous recommendation, subject to no superior proposal.
• Shareholder and court approvals.
• No material adverse changes to the business.
• Cancellation of all existing SWF performance rights on acceptable terms.

BFG and SelfWealth have signed an Exclusivity Deed granting BFG exclusive negotiation rights for three weeks, with an optional one-week extension. The deed includes customary restrictions such as no shop, no talk (with a fiduciary exception), and notification obligations.

The proposal remains non-binding and subject to agreement on binding terms and approvals. There is no certainty the transaction will proceed. BFG will update the market as required.

BFG has engaged Ashurst as legal adviser.

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