CBL will pay for the acquisition through cash, bank debt and vendor funding, with 11.4 million euros of the purchase price paid over two years after the deal was completed, subject to any adjustments based on the European firms' performance.
SFS executive chairman and shareholder Antoine Guiguet will keep his position and reinvest a portion of his takings from the transaction to retain 26 percent of the CBL subsidiary acquiring the companies. IMS managing director Gerard Marichy will also keep his position and buy a 3 percent stake in the subsidiary. SFS's principal owner Patrice Gilles will exit and become an advisory chairman of SFS.
Guiget and Marchy will be given the option to convert their shares in the subsidiary for CBL stock after three years, based on the average weighted price and other terms and conditions. If not exercised, the options will lapse on the fourth anniversary of the deal's completion.
The transaction comes at a volatile time in Europe, with the UK set to vote today on whether or not to quit the European Union economic bloc. CBL this week downplayed the impact a 'Brexit' would have on its business, with its European insurer based in Ireland.
If the UK does vote to leave, CBL's UK-based European Insurance Services will keep operating in Tunbridge Wells, but CBL would shift its legal domicile, probably to Ireland.
CBL listed on the NZX last year, raising $90 million at $1.55 a share to help fund the acquisition of Australian insurer Assetinsure. Since then, the shares have climbed to $2.49.