Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Fertility specialist <a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> has received a revised non-binding <a href="https://www.smartkarma.com/compose/insight/66126/Vinva%20became%20a%20substantial%20shareholder%20on%20the%2022%20November." target="_blank" rel="noopener">takeover bid</a> from BGH Capital of $7.65/share, less any dividends declared by Virtus. It had previously offered $7.10/share.</li>
<li>BGH also said it would vote its 19.99% stake against CapVest Partners' cash offer of $7.60/share. </li>
<li>Back in CapVest's court. A $0.05/share higher bid is unlikely to see the UK-based player fold its tent.</li>
</ul>


Fertility specialist Virtus Health (VRT AU) has received a revised non-binding takeover bid from BGH Capital of $7.65/share, less any dividends declared by Virtus. It had previously offered $7.10/share.
BGH also said it would vote its 19.99% stake against CapVest Partners' cash offer of $7.60/share. 
Back in CapVest's court. A $0.05/share higher bid is unlikely to see the UK-based player fold its tent.


<ul>
<li>BGH has filed an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02482688_PS-2A1354502?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">application</a> with the Takeover Panel over, inter alia, <a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> granting exclusivity to CapVest.</li>
<li>This application is similar in nature to the one filed by <a href="https://www.smartkarma.com/entities/apa-group" target="_blank" data-smartkarma-citation="entities:18658:1" rel="noopener">APA Group (APA AU)</a> last year after <a href="https://www.smartkarma.com/entities/ausnet-services" target="_blank" data-smartkarma-citation="entities:10293:1" rel="noopener">AusNet Services (AST AU)</a> granted Brookfield exclusivity in a competitive bidding stoush.</li>
<li>Virtus is currently trading at a gross spread of ~5.0% to the Scheme price, 3.6% to the Alternative Offer, and 1.8% above BGH's terms. </li>
</ul>


BGH has filed an application with the Takeover Panel over, inter alia, Virtus Health (VRT AU) granting exclusivity to CapVest.
This application is similar in nature to the one filed by APA Group (APA AU) last year after AusNet Services (AST AU) granted Brookfield exclusivity in a competitive bidding stoush.
Virtus is currently trading at a gross spread of ~5.0% to the Scheme price, 3.6% to the Alternative Offer, and 1.8% above BGH's terms. 


BGH Lodges Application With The Takeovers Panel Over CapVest's Bid for Virtus

<ul>
<li>UK-Based CapVest Partners is offering A$7.60/share, in cash, for <a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a>, compared to BGH Capital's bid last month of A$7.10/share. Virtus has granted exclusive due diligence. </li>
<li>CapVest's Offer is non-binding. No doubt due to BGH holding 20% of shares out, CapVest will concurrently run an alternate off-market bid with a 50.1% acceptance condition at A$7.50/share. </li>
<li>At a ~5% spread to the indicative Scheme terms, I would look to get involved. </li>
</ul>


UK-Based CapVest Partners is offering A$7.60/share, in cash, for Virtus Health (VRT AU), compared to BGH Capital's bid last month of A$7.10/share. Virtus has granted exclusive due diligence. 
CapVest's Offer is non-binding. No doubt due to BGH holding 20% of shares out, CapVest will concurrently run an alternate off-market bid with a 50.1% acceptance condition at A$7.50/share. 
At a ~5% spread to the indicative Scheme terms, I would look to get involved. 


Virtus Health (VRT AU): CapVest's Bid Edges BGH Capital

<ul>
<li>
<a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02466357-2A1345825?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an unsolicited, non-binding Offer from BGH Capital, by way of a Scheme, at A$7.10/share, in cash, a 36% premium to last close.</li>
<li>BHH is also proposing a cash/scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to continue their investment in Virtus.</li>
<li>The Offer arrives after the ACCC sought an order from the Federal Court preventing the proposed acquisition of Adora Fertility and three day hospitals from <a href="https://www.smartkarma.com/entities/healius-ltd-6d4d947d-ad32-4aea-b2d8-265f5768b55e" target="_blank" data-smartkarma-citation="entities:14208:1" rel="noopener">Healius (HLS AU)</a>.</li>
</ul>



Virtus Health (VRT AU) has announced an unsolicited, non-binding Offer from BGH Capital, by way of a Scheme, at A$7.10/share, in cash, a 36% premium to last close.
BHH is also proposing a cash/scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to continue their investment in Virtus.
The Offer arrives after the ACCC sought an order from the Federal Court preventing the proposed acquisition of Adora Fertility and three day hospitals from Healius (HLS AU).


Virtus Health (VRT AU): BGH Capital's Non-Binding Proposal

Dental surgery chain <a href="https://www.smartkarma.com/entities/1300-smiles-ltd" target="_blank" data-smartkarma-citation="entities:11112:1" rel="noopener">1300 Smiles Ltd (ONT AU)</a> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02410735-2A1317455?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> it has entered into a Scheme Implementation Agreement with BGH/OTPPB-backed Abano Healthcare.
Abano is offering $8/share to non-founder shareholders, less any special dividends.
Non-founder shareholders (meaning Daryl Holmes), who hold ~59.8% of shares out will receive $6.33/share. These shareholders also have the right to roll over 26.2% of their shares - or ~15.7% - and they have indicated their intention. Therefore the Scheme is for ~84% of shares out.
Elleston Capital, holding 7.1% of shares out, intends to vote in favour of the Scheme.
The Scheme is also subject to FIRB approval.
No definitive timetable was provided, by presumably this transaction could be wrapped up late November, early December,
More below the fold.

Dental surgery chain 1300 Smiles Ltd (ONT AU) has announced it has entered into a Scheme Implementation Agreement with BGH/OTPPB-backed Abano Healthcare.
Abano is offering $8/share to non-founder shareholders, less any special dividends.
Non-founder shareholders (meaning Daryl Holmes), who hold ~59.8% of shares out will receive $6.33/share. These shareholders also have the right to roll over 26.2% of their shares - or ~15.7% - and they have indicated their intention. Therefore the Scheme is for ~84% of shares out.
Elleston Capital, holding 7.1% of shares out, intends to vote in favour of the Scheme.
The Scheme is also subject to FIRB approval.
No definitive timetable was provided, by presumably this transaction could be wrapped up late November, early December,
More below the fold. 

1300Smiles (ONT AU): BGH Sinks Its Teeth In

Australia

1300 Smiles Limited offers dental services. The Company provides dental surgeries and practice management and other services to self employed dentists. 1300 Smiles serves clients in Australia.

Price Gauge
52-week Range	0.00 - 0.00
Market Cap (USDm)	0.00
P/E	0.00
Dividend (Yield)	0.00

1300 Smiles Ltd (ONT AU)

BGH Ups The Ante For Control Of Virtus

Trading at a reasonably attractive gross spread of ~2.4% to the latest proposal. BGH's Offer adds just A$4mn to the consideration payout versus...

David Blennerhassett

BGH Lodges Application With The Takeovers Panel Over CapVest's Bid for Virtus

Both proposals (BGH and CapVest's) are indicative - for now. Trading at a gross spread of ~5.0% to the Scheme price, 3.6% to the Alternative Offer,...

David Blennerhassett

Virtus Health (VRT AU): CapVest's Bid Edges BGH Capital

Both proposals are indicative - for now. Trading at a gross spread of ~5.1% to the Scheme price, 3.7% to the alternative Offer. and 1.8% above...

David Blennerhassett

Virtus Health (VRT AU): BGH Capital's Non-Binding Proposal

The Offer price appears fair with respect to peers and precedent transactions. Trading at a tight gross spread of ~1.7%, with a possibility of a...

David Blennerhassett

1300Smiles (ONT AU): BGH Sinks Its Teeth In

This looks done. You have major shareholder support. You also have another substantial shareholder backing the deal. This is a highly complementary...

David Blennerhassett

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)