Gilbert + Tobin is pleased to announce that it is advising Cover-More Group Limited (Cover-More) on the recommended scheme proposal from Zurich Insurance Group Limited (Zurich).

Cover-More and Zurich today announced that they have entered into a binding scheme implementation agreement.  If implemented, the transaction will result in Zurich acquiring all of the shares in Cover-More for $1.95 per share, a 48.3% premium over the last closing price of Cover-More shares.

The offer price represents an implied market capitalisation for Cover-More of $741 million and an implied enterprise value of $854 million.

Cover-More’s directors have unanimously recommended that Cover-More shareholders vote in favour of the scheme in the absence of a superior proposal and subject to the independent expert concluding that the scheme is in the best interests of Cover-More shareholders.  The deal is subject to customary conditions, including approvals by Cover-More shareholders and the Court, as well as FIRB approval and approvals under the Hart-Scott-Rodino Antitrust Improvements Act 1976 and Financial Services and Markets Act (2000) (UK).

Cover-More is a leading travel insurance, medical assistance and employee assistance provider in Australia, with a global footprint that reaches from Australia and New Zealand, to China, India, Malaysia, the United Kingdom and the United States of America.

The Gilbert + Tobin team was led by Corporate Advisory partners John Williamson-Noble and Tim Gordon and lawyers Chris Morse and Jenny Leung.

Tim Gordon said the firm was thrilled to help Cover-More on the landmark transaction, which reflected Cover-More’s strong market position and global distribution footprint. 

“Our public M&A expertise and commercial insight enabled us to work seamlessly with the Cover-More team to help deliver this outcome for Cover-More’s shareholders.”

Gilbert + Tobin also advised Cover-More on its IPO in December 2013 and on its recent entitlement offer to fund the acquisition of the US based Travelex Insurance Services.

Gilbert + Tobin’s market-leading M&A team has advised on many of Australia’s largest and most innovative M&A transactions in 2016, including SAI Global on the scheme of arrangement with Baring Asia, Qube on the acquisition of Asciano, Superloop Limited on the acquisition of BigAir and Clearview Wealth Limited on the strategic investment by Sony Life.

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