Orion Health Group Limited


Transaction Type: Takeover (Full)

Offeror: Grafton Health Holdings Limited

Independent Adviser(s): KordaMentha (Rule 21)

Offer commencement date: 15/02/2019

Offer closing date: 15/03/2019


On 20 February 2019, Grafton Health Holdings Limited (Grafton) made an unconditional takeover offer to purchase all of the ordinary shares in Orion Health Group Limited (Orion) at an offer price of NZ$1.224 cash per share.

Prior to Grafton giving notice of its intention to make the offer, certain shareholders of Orion had signed lock-up agreements with Grafton. These shareholders included McCrae Limited, a company controlled by Orion director and CEO Ian McCrae. Together, the participants to the lock-up agreements held or controlled approximately 93% of the shares in Grafton.

The independent directors of Orion unanimously recommended that shareholders accept the offer from Grafton.

Shortly after the offer was made, the locked-up parties accepted the offer and Grafton became the dominant owner in Orion. Grafton sent a compulsory acquisition notice to all of the outstanding shareholders in Orion. Grafton completed the compulsory acquisition process on 15 April 2019.

On 28 March 2019, Orion delisted from the NZX Main Board and the ASX.