ASX-listed Count will acquire financial advice firm Oracle Group for $72.2 million, adding 22 advisers to its employed advice channel.
Count announced to the ASX that the valuation is based on a 7.2 multiple on a forecast of FY26 earnings before interest, taxes and taxes and amortisation (EBITA).
The addition of the advisers will increase Count’s employed adviser channel from 76 to 98.
Adviser Ratings data shows Count has a combined 570 advisers across Count Financial, GPS Wealth, Paragem and Merit Wealth.
“We’re not acquiring the license, the license will be left behind and the client and advisers will be re-written onto the Count AFSL,” Count CEO Hugh Humphrey tells Professional Planner.
Oracle Group provides advice, accounting and investment management services and has 14 locations across NSW, Victoria and Queensland with 22 financial advisers managing $1.8 billion in funds under advice and $800 million in funds under management.
“We do a lot of market scanning to understand who the successful groups are and obviously we’ve participated in M&A in a publicly listed sense… but there’s also a very large private market of big scale financial planning and accounting firms,” Humphrey says.
“Oracle came onto our radar. To be honest, in the initial conversations we were very interested in the financial planning and the accounting business but we didn’t have an investment solutions offering. Our initial discussions were just centred around the accounting and advice business.
“A year into those discussions it didn’t make sense to pull those businesses apart. We acquired Diverger and we were in a position to say we have a home for the investment solutions component.”
Oracle generated $26.4 million in revenue and $8.6 million in EBITA in FY25 with a $10 million EBITA boost expected in FY26.
Count estimates the deal will lift the wealth segment’s contribution to 1H26 EBITA from 46 per cent to 59 per cent, and accelerate the firm’s strategy to have financial planning revenues represent 50 per cent of equity partnership segment revenue.
“We do have an ambition f our financial planning revenue meeting our accounting revenue and this really gets us towards that, and it means wealth will be the biggest contributor to our earnings as well,” Humphrey says.
The deal is a binding agreement to acquire 100 per cent of the business, subject to regulatory approvals including from the Australian Competition and Consumer Commission.
The $72.2 million deal will be made up of $53.9 million paid upfront through $49.8 million in cash and $4.1 million in Count shares issued to certain Oracle shareholders at the equity raising offer price, and a deferred cash consideration of up to $18.3 million in aggregate, payable in year one and two following completion of the acquisition and subject to performance milestones.
Further potential earn-out cash payments of up to $10 million could also be paid in the first two years if certain performance hurdles are achieved.
Certain existing Oracle Group shareholders have agreed to a 36-month non-compete clause post-completion.
Count will conduct a fully underwritten institutional placement to raise approximately $35.9 million through the issue of approximately 34.2 million new fully paid ordinary shares to institutional and sophisticated investors at a price of $1.05 per new share.
This price is a 7.5 per cent discount to the closing price of $1.36 on 30 March and an 8.7 per cent discount to the five-day volume weighted average price of $1.15.
The Oracle deal is the latest in a series of acquisitions from Count under the leadership of Hugh Humphrey who took over from Matthew Rowe in July 2022.
Humphrey says the conversations with Oracle started not long after he joined the company.
“We’ve been in conversation with Peter [Durbin, Oracle founder and managing director] on and off for three years,” Humphrey says.
During Humphrey’s time as CEO, Count has acquired Affinia Advisers from TAL and ASX-listed peer Diverger to become one of the largest licensee owners.
Count, previously known as CountPlus, rebranded in 2023. Former CEO Rowe reacquired Count Financial from Commonwealth Bank for $2.5 million in 2019 after the big four bank had bought it in 2011 for $373 million.
