Count completes $65.6 million Oracle Group acquisition with sharper terms and higher synergies
Count Limited (ASX:CUP) expects to complete its acquisition of 100% of the Oracle Group today, 20 July 2026, following the transaction first announced on 31 March 2026. The upfront Acquisition enterprise value stands at approximately $65.6 million, subject to customary completion adjustments for net debt and net working capital.
Two developments accompany completion: the consideration has been adjusted to reflect Oracle Group’s actual FY2026 earnings, and Count has identified higher expected cost synergies than initially estimated.
The company also revealed a fresh retail brand, “Count Wealth”, which will replace the Oracle Group name.
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Revised acquisition terms reflect actual FY2026 earnings
The final consideration has been recalculated using Oracle’s FY2026 Actual normalised EBITA of $9.1 million at the same multiple of 7.2x. This represents a year-on-year earnings increase of +5% over the FY2025 normalised EBITA of $8.6 million.
The outcome sits below the February 2026 forecast of approximately $10.0 million. Count attributed the variance to accounting work-in-progress write-offs, higher than expected second-half FY2026 accounting employee turnover, unavoidable business disruption associated with completion activities, and global investment market volatility.
The original Oracle Group acquisition terms announced in March 2026 priced the deal at approximately $72.2 million enterprise value using a forecast EBITA of $10.0 million, making the revised $65.6 million completion figure a material step down from the initial headline number.
The revised deal structure is summarised below.
| Consideration Component | Amount | Payment Timing | Conditions |
|---|---|---|---|
| Upfront consideration | ~$49.0 million (~$45.6m cash + ~$3.4m new Count shares) | On completion; shares on or around 28 Aug 2026 | Subject to completion adjustments |
| Deferred cash consideration | Up to $16.6 million | 1st & 2nd anniversaries | Performance milestones |
| Earn-out cash consideration | Up to $12.6 million | 1st & 2nd anniversaries | Performance milestones |
The new Count shares forming part of the upfront consideration will be issued to certain existing Oracle Group shareholders at the same price per share as the Acquisition equity raising offer price.
A lower-risk deal structure for shareholders
The revised terms deliver a reduction in upfront consideration of approximately $4.8 million and a reduction in total potential aggregate consideration of approximately $3.9 million.
A greater proportion of the aggregate consideration is now subject to earn-out milestones.
Higher synergies boost the integration case
As part of its detailed integration planning, Count has increased the expected annualised pre-tax synergy run rate to $1.25 million, up from the initial $1.0 million estimate. These synergies are expected to be realised within the next 24 months.
The Earnings Per Share (EPS) and balance sheet impacts of the transaction remain in line with those stated in the 31 March 2026 release.
Count intends to fund the acquisition through:
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Cash raised from the equity raising announced on 31 March 2026
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Existing Westpac debt facilities
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Refinancing post-completion via the enhanced CBA debt acquisition facility announced on 13 July 2026
The company also confirmed that the ACCC notification waiver has been received.
What the Oracle Group acquisition means for Count
Count describes its strategic goal as building an “integrated wealth accounting platform”.
The addition of Oracle Group is positioned to advance Count’s ambition of becoming Australia’s leading integrated wealth accounting platform.
CEO Commentary
“Oracle Group is a strategic asset that accelerates Count’s strategy to building Australia’s leading integrated wealth accounting platform,” said Hugh Humphrey, Chief Executive Officer.
Humphrey also pointed to the heritage behind the new brand, noting that Count Wealth “leverages 46 years of trusted Count history and provides a consistent national platform to reach more clients and accelerate growth.”
Count Wealth brand launch and the road ahead
The launch of “Count Wealth” introduces a new retail brand to replace Oracle Group, positioned as a client-centred national platform. Humphrey described the offering as a “compelling, client-centered proposition” aimed at reaching a broader client base.
Count confirmed that key Oracle Group employees, including Financial Advisers and Accountants, have been secured and welcomed into Count Wealth. New leadership has also been appointed for the accounting and wealth businesses.
Looking ahead, Count continues to pursue a number of potentially attractive acquisition opportunities. Management noted that the balance sheet strength provided by the recent equity raising and the CBA acquisition facility positions the company to explore further opportunities of this nature.
Count’s equity partnership consolidation programme has been running in parallel with the Oracle transaction, with the company completing a strategic circa 20% shareholding in Tailored Lifetime Solutions just days before Oracle Group’s settlement, signalling that bolt-on acquisition activity is not pausing post-completion.
The new Count shares tied to the upfront consideration are expected to be issued on or around 28 August 2026, shortly after the announcement of Count’s FY2026 financial results.
With integration well progressed, increased synergies identified and an enhanced debt facility in place, Count enters its next phase focused on realising the benefits of its combined scale and expanded service offering.
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