Deal Mechanics and Legal Oversight
The transaction will proceed as a scheme of arrangement under the Corporations Act 2001. That means approval from at least 75% of shareholders is required, along with a green light from the Supreme Court of New South Wales.
ClearView’s board has unanimously recommended that investors back the proposal at the upcoming scheme meeting. Its largest shareholder, Crescent Capital Partners — which controls 53% of the company’s shares — has already pledged its support.
The deal must also clear scrutiny from the Australian Competition and Consumer Commission and receive approval under the Financial Sector (Shareholdings) Act 1998, which governs ownership concentration in Australia’s financial services sector.
Advisers and Safeguards
Australian law firm Gilbert + Tobin is advising ClearView, while King & Wood Mallesons is serving as legal counsel to Zurich. Financial advice to ClearView is being provided by Greenhill & Co..
ClearView expects to hold its shareholder meeting in mid-August. In a nod to timing sensitivities, Zurich agreed to pay a “ticking fee” — additional compensation to shareholders — if the scheme has not become effective by Sept. 30.
If approved, the acquisition will stitch together two life insurance brands under Zurich’s global umbrella, marking another chapter in the steady consolidation of Australia’s financial services sector.
