Prime Financial Group (PFG) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition expands wealth solutions and distribution, adding 3,300 high-net-worth clients and a 10x increase in this segment, supporting a long-term strategy to double revenue and expand service offerings.

• Lincoln Indicators brings proprietary research, managed funds, and new investment capabilities, complementing existing services for high-net-worth and wholesale investors.

• Both businesses share a client-centric, connected advice philosophy, making the integration highly complementary.

• The deal targets a growing market, with high-net-worth investors in Australia increasing by 9% last year and managing $3.4 trillion in assets.

• Lincoln's leadership, including Co-Founder Tim Lincoln, will join the combined group's leadership team.

Financial terms and conditions

• Total consideration is $15.75M for on-target EBITDA, up to $18M if earnings targets are exceeded, paid in four tranches over three years, with 80% cash and 20% shares.

• Initial payment is up to $5M at completion, with subsequent tranches on anniversaries, subject to performance.

• Additional $2.1M fixed consideration for intellectual property, paid quarterly over three years.

• Earnout structure includes annual targets with 80% floor and 120% ceiling, limiting downside risk and aligning incentives.

• Funded via operating cashflow, debt facilities, and cash reserves; share tranches subject to 12-month escrow.

Synergies and expected cost savings

• Significant cross-sell opportunities, operational, client, and capability synergies expected.

• $1M of initial consideration is conditional on achieving specified cost-saving milestones within 90 days.

• Cost synergies include co-location, shared services, and elimination of duplicate functions in HR, marketing, and technology.

• Majority of Lincoln's revenue is recurring, supporting stable earnings.

• Investment in team, IT, and infrastructure to drive further efficiencies and margin uplift.