SYDNEY: Count Limited (ASX: CUP) said Thursday it has entered a binding agreement to acquire a 75% interest in Skybridge Financial, an accounting and financial planning firm with operations across New South Wales, Victoria and Queensland.

The acquisition implies an enterprise value of A$66 million for 100% of Skybridge, representing 7.5 times the agreed deferred payment EBITA target of A$8.8 million, Count Group said in a statement to the Australian Securities Exchange.

Skybridge, one of Australia’s largest converged professional services firms, brings 82 accountants, 13 financial advisers and A$1.4 billion in funds under advice. The firm operates in 16 locations and reported approximately A$29 million in revenue and A$8.8 million in normalized EBITA for fiscal 2026, a margin of about 30.3%.

The purchase price for the 75% equity interest, post Skybridge debt, comprises A$25.6 million in upfront cash, A$4 million in upfront scrip, up to A$3.3 million in conditional deferred consideration and up to A$5.8 million in conditional earn-out consideration payable over 24 months after completion.

Count Group will fund the acquisition partly through a fully underwritten institutional placement to raise approximately A$25 million. The placement involves about 15.9 million new shares at A$1.57 each, a 5.4% discount to the last closing price of A$1.66 on Nov. 4 and a 4.9% discount to the five-day volume-weighted average price of A$1.65. The balance will come from existing cash reserves, incremental debt capacity and scrip issuance.

“This investment is tightly aligned to Count Group’s strategy of growing our participation in the advisory value chain through disciplined investment in quality equity partnerships,” Chief Executive Hugh Humphrey said. “It delivers another step-change for Count Group’s scale in accounting and financial planning.”

Jason Birch will continue as founder and executive director of Skybridge, with Grant Duddle appointed managing principal. Birch, Duddle and employee shareholders will retain a 25% interest after completion.

Completion is expected in the third quarter of fiscal 2027 and is subject to conditions including Australian Competition and Consumer Commission approval or a notification waiver. The acquisition is expected to be mid- to high-single-digit earnings-per-share accretive before synergies on a fiscal 2027 pro forma basis.

Following the acquisition, Count Group said it will have 115 employed financial planners, 490 accountants and about A$44.4 billion in funds under advice.

E&P Capital is acting as financial adviser to Count Group on the acquisition. E&P and Canaccord Genuity are joint lead managers and underwriters to the placement. Baker McKenzie is legal adviser on both transactions.

Count shares will remain in a trading halt until the placement is completed. Settlement of the new shares is expected Nov. 11, with trading to commence Nov. 12.