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Steadfast Group (ASX: SDF) has entered into an exclusivity deed with a US consortium that is willing to pay $7.7 billion in cash for a full takeover of the Sydney-based insurance broker network that presents shareholders with a healthy premium to the company's flagging market value.
The consortium, comprising US wholesale insurance distributor Amwins Group and San Francisco-based investment firm Dragoneer Investment Group, have put forward a conditional, non-binding indicative offer to acquire 100 per cent of Steadfast's shares at $6 each - a 51.9 per cent premium to Steadfast's last closing price of $3.95.
The $6-per-share offer, which represents an enterprise value of $7.7 billion for Steadfast, is the third proposal from the consortium after earlier bids at $5.50 and $5.83 failed to progress.
The enterprise value is calculated on 1.114 million fully diluted shares, net debt of $733 million and non-controlling interests of $253 million as at 31 December 2025.
The consortium intends to split Steadfast's business if the deal proceeds, with Dragoneer acquiring the retail brokerage arm and Amwins taking ownership of the underwriting agency operations.
Amwins, headquartered in Charlotte, North Carolina, is one of the largest wholesale insurance distributors in the United States, placing over US$49 billion ($75 billion) in premium annually.
Dragoneer, founded by Marc Stad, is a technology-focused investment firm managing US$22.6 billion ($34.6 billion) in assets.
"The board of Steadfast has determined that it is in the best interests of Steadfast shareholders to enter into the process deed with the consortium," says Steadfast Group in a statement to the ASX.
"Steadfast has agreed to customary confidentiality and exclusivity terms to enable the consortium to progress the proposal."
Under the terms of the process deed, the consortium has been granted an eight-week exclusivity period to conduct due diligence on Steadfast's operations.
Steadfast is Australia's largest general insurance broker network, operating a network of insurance brokerages and underwriting agencies across Australia and New Zealand.
The group reported first-half FY26 revenue of $900.7 million, up 16 per cent, and underlying net profit after tax of $137.5 million, up 7 per cent.
The group's full-year FY26 guidance targets underlying NPAT of $315 million to $325 million and underlying EBITA of $650 million to $665 million.
Despite the solid earnings performance, Steadfast Group shares have fallen from a record high of $6.66 in October with the drop blamed on a slowdown in premium rate growth and accelerating commission cuts.
The shares also took a 10 per cent hit in October after co-founder and CEO Robert Kelly temporarily stepped aside as an external investigation launched into a "workplace complaint" made against him.
That matter was later resolved on confidential terms, although Kelly has since announced his plans to retire from the top job with Steadfast Group planning to announce his replacement ahead of the full-year earnings result announcement in August.
The leadership uncertainty has added to the weak share price performance in recent months.
The Steadfast board notes the takeover proposal remains conditional and non-binding, with no scheme implementation deed yet executed.
Completion will be subject to Foreign Investment Review Board approval, Australian Competition and Consumer Commission clearance, New Zealand Overseas Investment Office approval, an independent expert concluding the scheme is in the best interests of shareholders, and a unanimous board recommendation.
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