The language in 2015 and 2018 announcements is very similar, and...

The language in 2015 and 2018 announcements is very similar, and the justification for rejecting TO in 2015 is not explained clearly.  One has to wonder what has changed between 2015 and today for the board to recommend M&A transaction with IHA or whoever, especially after it was declined in 2015?


TO Ann 2015

Receipt of non-binding acquisition proposal
The Board also announces that it has received a confidential, indicative, non-binding and conditional proposal from a well credentialed international private equity firm to acquire all of the shares of iSelect via a scheme of arrangement. The Board of iSelect, together with its advisers, considers it is in the interests of iSelect shareholders to progress the proposal by providing the private equity firm with a preliminary level of due diligence information and access to senior management. This process is ongoing and may take several weeks. Shareholders should note that there is no certainty that a proposal will result in a binding offer or whether such an offer would be recommended by the Board of iSelect. If the proposal does not proceed, the board intends to implement a range of capital management initiatives, including an on-market buy-back. The board considers that it would be imprudent to initiate the buy-back until the completion of due diligence and negotiations with the potential bidder. Goldman Sachs and Morgan Stanley have been appointed as financial advisers to iSelect in relation to the proposal and Gilbert + Tobin has been appointed as legal adviser.


TO Rejection 2015

Cessation of bid process and commencement of on-market buyback
The Board of iSelect Limited (ASX:ISU or the “Company”) announced on 13 October 2015 that it had received a confidential, indicative, non-binding and conditional proposal from a well-credentialed international private equity firm to acquire all of the shares of the Company. It was subsequently confirmed on 14 October 2015 that the proposal was received from Providence Equity Partners LLL (“Providence”). Providence was provided with preliminary due diligence information and access to senior management over several weeks. Limited information has also been provided to a select number of other parties who recently expressed an interest in iSelect. Whilst the Board had determined it was in the best interests of iSelect shareholders to engage with Providence and other interested parties, recent volatility in iSelect’s health insurance business and management changes have informed the Board’s view that there are no reasonable prospects at this time of a Board recommended transaction being achieved at a price and on terms that are in the best interests of iSelect shareholders. Accordingly the Board has determined that all discussions with Providence and other parties should now cease, and the Company focus on operational and capital management initiatives. Should future proposals be received, the Board will review them in the context of value maximisation for iSelect shareholders. The Board is confident in the strategic plans to grow the Company through its CEO, Scott Wilson and will continue to diligently work to deliver value to its shareholders.



TO Ann 2018

Unsolicited Strategic Interest
iSelect Limited (ASX: ISU) refers to the recently lodged substantial holder notice by IHA Group (indicating its 12.21% interest in the Company) and media speculation that a number of parties have expressed interest in iSelect. iSelect confirms that it has in recent weeks received several unsolicited and non-binding proposals from both listed and unlisted parties in relation to mergers and change of control transactions, involving iSelect. The Board is currently reviewing these approaches and assessing their merit. Shareholders should note that there is no certainty that a transaction will result from these preliminary proposals. iSelect has appointed Allier Capital and Goldman Sachs as financial advisors and Herbert Smith Freehills as legal advisor.