Transaction Type: Scheme of arrangement
Offeror / Other Party: Asia Pacific Village Group Limited
Independent Adviser(s): Calibre Partners Limited
Date of meeting: 2/10/2020
On 30 December 2019, Metlifecare Limited (Metlifecare) announced that it had entered into a scheme implementation agreement with Asia Pacific Village Group (APVG), for the proposed acquisition of Metlifecare by APVG at a price of $7.00 per share (the Original SIA). The Original SIA was conditional (among other things), on no “material adverse change” (MAC) arising before implementation of the acquisition.
In late April 2020, APVG purported that the emergence and spread of COVID-19 had caused a MAC and that this justified termination of the Original SIA. The Metlifecare board considered that no MAC had arisen that justified termination and filed legal proceedings in the High Court seeking orders requiring APVG to perform its obligations under the Original SIA.
On 5 July 2020, APVG made a non-binding indicative offer to acquire Metlifecare for $6.00 per share (by way of scheme of arrangement) and to settle the litigation in relation to the Original SIA.
On 10 July 2020, Metlifecare announced that it had entered into a new scheme implementation agreement with APVG, under which APVG would acquire all the Metlifecare shares for $6.00 per share, and that the parties agreed to settle the litigation (the New SIA). The New SIA did not include any MAC provisions.
On 2 October 2020, Metlifecare shareholders voted to approve the scheme. The High Court granted final orders on 20 October 2020. On 3 November 2020, Metlifecare announced that all shares in Metlifecare had been transferred to APVG and that Metlifecare would delist at the end of that day.
Calibre Partners prepared the independent adviser’s report on the merits of the transaction.