Prime Financial Group (PFG) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition of EPM expands consulting and administration capabilities, targeting emerging businesses and enhancing cross-selling opportunities across business segments.

• EPM's expertise in remuneration and employee share plan management complements existing capital and corporate advisory services, increasing customer diversification and recurring revenue streams.

• The deal aligns with a strategy of pursuing EPS-accretive acquisitions to scale client base and service offerings, following recent acquisitions in SMSF and alternative asset management.

• EPM's strong recurring revenues and high client retention support growth ambitions and broaden service offerings.

Financial terms and conditions

• Total consideration up to $5.7 million: $2.8 million at completion (50% cash, 50% shares), $100,000 in cash on 30 April 2025, and up to $2.8 million in deferred payments over two years (each tranche 50% cash, 50% shares).

• Deferred payments split into tranches, each paid 50% in cash and 50% in shares, with share tranches subject to 12-month escrow.

• Share price for consideration shares based on 30-day VWAP; cash components funded by existing Westpac facility and capital raising.

• Tranche 1 funded by Westpac facility, offset by proceeds from a $3.3 million fully underwritten entitlement offer at $0.20 per share.

• Acquisition is on a cash-free, debt-free, normal working capital basis.

Synergies and expected cost savings

• Expected to add $2.2+ million in revenue and $1.3+ million in EBITDA annually, with strong recurring revenues and margins.

• Significant cross-selling opportunities into the wider client base, leveraging integrated service lines.

• Acquisition expected to deliver operational and client synergies.