Herbert Smith Freehills is pleased to have advised The Ardonagh Group, the independent insurance distribution business backed by Madison Dearborn Partners and HPS Investment Partners, on its A$2.43 billion acquisition of PSC Insurance Group Limited pursuant to a scheme of arrangement.

Ardonagh operates a number of businesses across a network of more than 200 locations, with a combined workforce of more than 10,000 people.

PSC is a diversified insurance services group with over 40 trading brands across an international insurance platform spanning Australia, the United Kingdom, Hong Kong, New Zealand, Ireland, Bermuda and Vietnam.

Under the proposed deal, Ardonagh intends to merge PSC’s Australia and New Zealand operations with Envest Pty Ltd, which was acquired by Ardonagh in February 2023. The combined platform will place around A$3.3 billion in gross written premium annually.

The Herbert Smith Freehills team was a cross-border collaboration between its Australian and UK offices, with the Australian team led by partners Adam Charles and Baden Furphy, with support from a wide range of lawyers, including Zoe Leyland, Mark Simkiss, Sarah Ward, Freeman Chen, Nancy Darmanin and Darcy James. The UK team was led by partners Shaun Lee and Barnaby Hinnigan, supported by Tim Coorey, Adam Goddard, Jennifer Xue, Alexander Field and Charlotte Williams.

Herbert Smith Freehills partner and the Australian lead for this transaction, Adam Charles, said, “We are delighted to be advising Ardonagh on this highly complex cross-border take-private transaction. The transaction demonstrates the capacity of private equity sponsors and their portfolio companies to undertake large-scale Australian public M&A in the current environment. We are confident that Ardonagh is now set for its next phase of success.”

Herbert Smith Freehills partner Baden Furphy said, “This is a significant and important transaction for Ardonagh and PSC, as well as for the insurance markets in both Australia and the UK. The transaction is a great demonstration of Herbert Smith Freehills’ ability to marshal large cross-practice teams and advise clients on complex cross-border issues over an extended deal period.”

Herbert Smith Freehills partner and UK lead for this transaction, Shaun Lee, said, “We are delighted to have helped Ardonagh on another transformational transaction for the group. It has been a pleasure working alongside the Ardonagh and PSC teams, and we look forward to seeing them flourish in combination.”

This is an example of Herbert Smith Freehills’ market-leading work in Australian public M&A. Other examples include advising:

• Newcrest, the largest gold producer listed on the ASX, on its proposed ~A$27.16 billion takeover by Newmont Corporation to create the world’s leading gold mining company – the largest completed deal of 2023.
• Origin Energy, a leading energy provider in Australia, on its A$18.4 billon proposed acquisition by Brookfield – one of the largest PE-backed buyouts of an Australian company.
• Chemist Warehouse, Australia’s No. 1 online pharmacy retailer, on its proposed >A$8.8 billion merger with Sigma Healthcare – involving novel solutions to implement a reverse takeover approach.
• Crown Resorts on its acquisition by Blackstone for A$9.3 billion.
• Ramsay Health Care on the ~A$20 billion acquisition proposal from KKR and Consortium by way of a scheme of arrangement.

This transaction also further demonstrates our pedigree in large scale sponsor-led deals. Other recent examples include advising

• The Riverside Company on its sale of Energy Exemplar to Blackstone and Vista Equity Partners.
• Pacific Equity Partners on its A$1 billion proposed acquisition of Serenitas and its acquisition of shares in electric vehicle charging station provider EVE Australia Pty Ltd.
• Allegro Funds on its acquisition of PwC’s government consulting arm for A$1, and its A$100 million investment in the newly renamed business Scyne Advisory.
• BGH Capital on its A$440 million takeover of Village Roadshow.
• Bain Capital on its A$3.5 billion acquisition of Virgin Australia Group by way of a deed of company arrangement.