Abano Healthcare Group Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Adams NZ Bidco Limited
Independent Adviser(s): KordaMentha
Date of meeting: 20/03/2020
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, and the Proposed Scheme). Bidco was (or would have been at completion) ultimately owned by the BGH Capital Fund and Ontario Teachers’ Pension Plan. The consideration payable under the Proposed Scheme was NZD$5.70 cash per share.
Abano’s shareholders voted to approve the scheme on 20 March 2020. On 24 March 2020, Abano announced that it had closed all its New Zealand dental practices following the New Zealand Government’s decision to move to Alert Level 4 in relation to COVID-19. As a result, Abano gave formal notice to Bidco under the scheme implementation agreement (the SIA) that there were circumstances that may give rise to a Material Adverse Change (as defined in the SIA). On 30 March 2020, Abano announced the SIA with Bidco had been terminated as a result of the Material Adverse Change that had occurred. Accordingly, the Proposed Scheme was not implemented.
KordaMentha prepared an independent adviser’s report on the merits of the Proposed Scheme.