Insignia Financial CEO Scott Hartley

A third party has thrown its hat into the ring for the acquisition of Insignia Financial, matching rival bids from Bain Capital and CC Capital.

In an announcement made to the ASX on Wednesday morning, Insignia revealed it received “a confidential, non-binding and indicative proposal” from Brookfield Capital Partners (UK) to acquire all the shares in Insignia Financial by way of a scheme of arrangement at a price of $4.60 cash per share, adjusted for any dividends paid or payable after the date of the indicative proposal.

Brookfield’s offer also presents Insignia the potential alternative to acquire scrip in its unlisted bid vehicle “subject to certain floors and caps and corresponding scale back mechanisms”.

Just before Bain made its first revised offer of $4.30 per share, Insignia denied a report in The Australian on 10 January which speculated Brookfield was “working on a potential tilt at Insignia”.

Despite Insignia refuting the earlier claim, Brookfield has now made an indicative proposal to acquire the company.

The proposal is subject to conditions including “satisfactory completion” of due diligence, execution of a binding scheme implementation agreement on customary terms, unanimous recommendation to vote in favour of the transaction from the Insignia board of directors, and approval of Brookfield’s investment committee of final transaction terms.

Brookfield is the third global private equity firm to make an offer to acquire Insignia, heating up the battle to acquire the group.

As with the previous bids, to determine if Brookfield is able to formulate an improved proposal, Insignia Financial will “offer to provide to Brookfield a limited period of access” to certain non-public information on a non-exclusive basis.

Similarly, as with previous proposals, there is no guarantee Brookfield’s offer will result in a binding offer.

At the beginning of the year, New York-based CC Capital made its first move with a proposal of $2.9 billion, which followed Insignia’s rejection of Bain’s $2.7 billion bid late last year.

Bain stepped up to the plate with a matching offer which also raised the possibility of allowing Insignia shareholders to remain invested in the company.

However, the proposal was quickly superseded by CC Capital’s increased offer of $4.60 per share, a bid now matched by both Bain and Brookfield, valuing the company at just over $3 billion.

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