Clairvest Group to sell minority interest in Acera

Executive Summary

• Clairvest Group Inc. and Clairvest Equity Partners VI have signed an agreement to sell their minority interest in Acera Insurance Services Ltd. as part of Acera's merger with Navacord Corp., a leading Canadian commercial insurance brokerage.
• The transaction is expected to close in the first quarter of 2026, subject to regulatory, court, and shareholder approvals.
• The sale is projected to have a positive impact on Clairvest's book value of approximately $4 per share compared to the carrying value as of September 30, 2025.

Key Details

• Transaction Structure: Clairvest is exiting its minority stake in Acera Insurance Services Ltd. via a sale agreement tied to Acera's merger with Navacord Corp.
• Counterparties: Seller: Clairvest Group Inc. and Clairvest Equity Partners VI. Buyer/Merger Partner: Navacord Corp. (one of Canada's top commercial insurance brokerages).
• Closing Conditions: Closing is expected in Q1 2026 and is subject to achieving specific closing conditions, including regulatory, court, and shareholder approvals.
• Management Equity Roll-over: Acera’s Chief Executive Officer Lee Rogers, Chairman/President Andrew Kemp, the executive team, and Acera’s employee shareholders will be rolling a significant amount of their equity into the merged entity.
• Acera Background: Acera was formed in September 2022 through the merger and recapitalization of Rogers Insurance and CapriCMW. It is one of Canada’s largest independent brokerages with over 750 employee shareholders, providing property and casualty and group benefits insurance solutions.
• Performance Metrics: During Clairvest’s three-year partnership, Acera increased EBITDA by 70% and completed 24 tuck-in acquisitions.
• Financial Impact: The sale is expected to positively impact Clairvest's book value by approximately $4 per share upon closing, relative to the carrying value as at September 30, 2025.

Notable Quotes

• Mitch Green, Managing Director, Clairvest: "We are very proud of what has been accomplished over the past three years. From the outset, Lee and Andrew demonstrated exceptional partnership and commitment to building a high performance organization. It has been a privilege to support them through this phase of Acera's growth, and we are excited to see the company continue its success in its next chapter with Navacord."
• Lee Rogers, CEO, Acera: "Clairvest has been an instrumental partner from the very beginning. Their support was pivotal in catalyzing the merger transaction in 2022, and their guidance helped Acera accelerate its growth across Canada. Mitch, Ethan and the Clairvest team brought analytical rigour and strategic insight, strengthening our business at every step."
• Ethan Wolfe, Vice-President, Clairvest: "Acera is a great example of Clairvest's entrepreneur-centric minority ownership investment program that supports transformative outcomes while allowing management partners to retain control. Much of Acera's success is attributable to organizational alignment."