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Offeror(s): Connor Healthcare Limited
Independent Adviser(s): KordaMentha (Rule 21)
Offer Date: 26/08/2014
Closing Date: 21/11/2014
Offer Type: Full
Connor Healthcare Limited (“Connor”) held or controlled 11.7% of the voting rights in Acurity Health Group Limited (“Acurity”), an owner of private hospitals in New Zealand. Connor was wholly owned by Evolution Healthcare (NZ) Pty Limited ("Evolution").
Connor made an offer to Acurity’s shareholders to acquire all of the fully paid ordinary shares in Acurity not already owned by Connor for $7.25 per Acurity share. The offer was conditional on 90% acceptances being received and Connor receiving a clearance from the Commerce Commission. Austron Limited (“Austron”) (which owned 50.01% of Acurity’s shares), Royston Hospital Trust Board (“Royston”) (which owned 4.48% of Acurity’s shares) and Medusa Limited (“Medusa”) (which owned 4.48% of Acurity’s shares) agreed to accept the offer in respect of all of their shares. The shares that Austron, Royston and Medusa agreed to sell to Connor, together with Connor’s existing shareholding, represented 70.67% of Acurity’s shares.
Austron, Royston, Medusa and Evolution also agreed that on completion of the offer (if completion occurred), Austron would subscribe for 75% of the shares in Connor, resulting in Austron owning 75% and Evolution owning 25% of Connor.
The offer closed on 21 November 2014, with acceptances exceeding 97%. At its close, Connor had yet to receive clearance from the Commerce Commission that the takeover would not substantially lessen competition in the private hospital market in Wellington and its surrounds. Under the terms of the offer, Connor had a maximum of 30 days after the offer closing date to satisfy any remaining outstanding conditions. Following clearance from the Commerce Commission, the offer was declared unconditional on 22 December 2014.
Connor compulsorily acquired the remaining shares in Acurity.