Abano Healthcare Group Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Adams NZ Bidco Limited
Independent Adviser(s): Calibre Partners
Date of meeting: 25/11/2020
In late 2019, Abano Healthcare Group Limited (Abano) proposed to undertake a Court-approved scheme of arrangement under Part 15 of the Companies Act 1993 to effect the acquisition of 100% of Abano’s shares by Adams NZ Bidco Limited (Bidco) for $5.70 per share. However, as a result of a Material Adverse Change that occurred, on 30 March 2020, Abano announced that the scheme implementation agreement had been terminated. See the summary on the Panel’s website for further detail.
On 31 August 2020, Abano announced that it had entered into a new scheme implementation agreement (the SIA) with Bidco to effect the acquisition of 100% of Abano’s shares by Bidco via a scheme of arrangement. The revised consideration was $4.45 per share and did not include the ability for the agreement to be terminated in the event of a Material Adverse Change. Instead, the consideration was subject to a maximum reduction of $0.75 per share on the occurrence of certain events specified in the SIA (the Price Reductions).
Following that announcement, the consideration was increased on two subsequent occasions. On 12 October 2020 (prior to the release of the scheme booklet), Abano announced that the consideration had been increased to $4.75 per share, subject to the Price Reductions. On 11 November 2020 (following the release of the scheme booklet but before shareholder voting) Abano announced that the consideration had been increased further to $5.20 per share, subject to the Price Reductions. A supplement to the scheme booklet and independent adviser’s report was released in relation to this price increase.
Abano shareholders voted to approve the scheme on 25 November 2020. The High Court granted final orders approving the scheme on 9 December 2020. The scheme was implemented and Abano was delisted on 22 December 2020.
Calibre Partners prepared the independent adviser’s report on the merits of the transaction.
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