Steadfast enters into Process Deed

• Steadfast received a conditional, non-binding offer from Amwins and Dragoneer to acquire 100% of the company.
• The offer is A$6.00 per share in cash, representing a 51.9% premium to the last closing price.
• The Proposal is subject to due diligence, regulatory approvals, and unanimous Board recommendation.
• Steadfast has terminated its proposed minimum holding buy-back.
• The Process Deed grants an eight-week exclusivity period for due diligence.

Steadfast Group Limited (ASX: SDF) has announced that it has received a conditional, non-binding, and indicative offer from Amwins Group, Inc. and Dragoneer Investment Group, LLC to acquire 100% of its outstanding share capital for A$6.00 per share in cash. This follows a series of previous proposals at A$5.50 and A$5.83 per share. The Board has determined it is in the best interests of shareholders to enter into the Process Deed. The offer represents a 51.9% premium to the last closing price and a 48.9% premium to the 1-month volume weighted average price. The transaction is subject to satisfactory completion of due diligence, execution of a binding scheme implementation deed, unanimous recommendation by the Steadfast Board, and relevant regulatory approvals. Steadfast has also decided to terminate its proposed minimum holding buy-back. J.P. Morgan and Citigroup have been appointed as joint financial advisers, Insight Capital Advisors as independent adviser, and Mallesons as legal adviser to Steadfast.

Steadfast's enterprise value is approximately A$7.7 billion based on a price of A$6.00 per share.

The transaction is subject to due diligence, regulatory approvals, and Board recommendation, with no certainty of a binding offer or transaction.