Count (CUP) M&A announcement summary

Deal rationale and strategic fit

• Acquisition accelerates expansion in financial advice, investment management, and accounting services, strengthening presence in key regional and metropolitan markets across Australia and expanding east coast presence with 14 new office locations.

• Increases employed adviser headcount from 76 to 98 and enhances scale with a combined $42.0b in funds under advice and $6.2b in funds under management.

• Expands core pillars: advice, investment management, equity partnerships, and education/expertise, supporting future organic and inorganic growth.

• Oracle Group’s established network and client base provide new distribution channels for outsourcing, IT managed services, and specialist advisory offerings.

• Major Oracle shareholders and senior leaders will remain post-acquisition, supporting continuity and integration.

Financial terms and conditions

• Enterprise value of $72.2m, with upfront consideration of $53.9m ($49.8m cash, $4.1m scrip), deferred consideration up to $18.3m, and performance-based earn-outs up to $10.0m over 24 months.

• Upfront cash funded by a $35.9m fully underwritten institutional placement, a non-underwritten SPP up to $5.0m, and new debt facility.

• Placement shares issued at $1.05, a 7.5% discount to last close and 8.7% discount to 5-day VWAP.

• Scrip consideration subject to 12-month escrow for certain vendor shareholders; some sellers have agreed to a 36-month non-compete.

• Post-transaction pro forma net debt/EBITA expected to be approximately 1.0x.

Synergies and expected cost savings

• Targeting run-rate pre-tax cost synergies of ~$1m within 24 months post-completion, excluding one-off transaction and integration costs.

• Additional value creation expected from integration of investment solutions, accounting offices, and broader uptake of services.

• Acquisition expected to be low double-digit EPS accretive pre-synergies on a FY26 pro forma basis, with further benefits anticipated over time.