Orion Health Group Limited


Transaction Type: Company meeting (Acquisition)

Acquirer: Hg Limited, McCrae Limited

Independent Adviser(s): KordaMentha Limited (Rule 18)

Date of meeting: 28/09/2018

Exemption: Class Exemptions


Orion Health Group Limited (Orion) had three business groups: Rhapsody, Population Health Management (PHM) and hospitals.  Orion proposed a transaction whereby Hg Limited, a specialist technology investor, would acquire a 75.1% shareholding in the Rhapsody business, and a 24.9% shareholding in PHM (the Hg Sale).

To facilitate the acquisition, Orion proposed to undertake a restructuring of its business, and undertake a share buyback to return part of the sale proceeds to existing shareholders (the Buyback). The Buyback, at an estimated price range of $1.16 to $1.26 per share with the final offer price to be determined by the Board, would provide an option to shareholders to cash-out some or all of their shares.

At the time, Orion’s majority shareholder, McCrae Limited, held or controlled 49.75% of the voting rights in Orion.  McCrae’s participation in the Buyback could potentially result in an increase in McCrae’s holding in Orion, triggering rule 6 of the Code. Accordingly, Orion sought approval from its shareholders to allow McCrae to retain its increased voting rights under clause 4 of the Takeovers Code (Class Exemptions) Notice (No 2) 2001.

On 28 September 2018, Orion’s shareholders approved the proposed transaction with Hg, and the share buyback resolution at the annual shareholders’ meeting. The final buyback price would be confirmed at the November 2018 special meeting.

On 31 October 2018, Orion finalised the Hg Sale.

On 3 December 2018, Orion announced the Buyback would take place at the offer price of $1.224 per share.