Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>
<a href="https://www.smartkarma.com/entities/pacific-smiles-group-ltd" target="_blank" data-smartkarma-citation="entities:2891:1" rel="noopener">Pacific Smiles (PSQ AU)</a>, an operator of dental centers, has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02754994-2A1494957" target="_blank" rel="noopener">announced</a> - and immediately rejected - a non-binding proposal from Genesis Capital Manager.</li>
<li>Genesis, holder of 18.75% of shares out, has offered A$1.40/share, by way of a Scheme. That's a less-than-inspiring 17.1% premium to last close. </li>
<li>PSQ calls the Offer "opportunistically timed". That has merit, after the share price recently touched a multi-year low.  Separately, PSQ is seeking a new CEO after Mckenzie resigned in August.</li>
</ul>



Pacific Smiles (PSQ AU), an operator of dental centers, has announced - and immediately rejected - a non-binding proposal from Genesis Capital Manager.
Genesis, holder of 18.75% of shares out, has offered A$1.40/share, by way of a Scheme. That's a less-than-inspiring 17.1% premium to last close. 
PSQ calls the Offer "opportunistically timed". That has merit, after the share price recently touched a multi-year low.  Separately, PSQ is seeking a new CEO after Mckenzie resigned in August.


Pacific Smiles (PSQ AU) Frowns On Genesis' Offer

<ul>
<li>Hospital operator <a href="https://www.smartkarma.com/entities/ramsay-health-care-ltd" target="_blank" data-smartkarma-citation="entities:673:1" rel="noopener">Ramsay Health Care (RHC AU)</a> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02511581-2A1369312?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an unsolicited, non-binding Offer from KKR, by way of a Scheme, at A$88.00/share, in cash, a 36.7% premium to last close.</li>
<li>Presumably, Paul Ramsay's Ramsay Foundation, Ramsay's largest shareholder, is supportive, otherwise there is no deal.</li>
<li>Due diligence has been granted. If successful, this would be one of the largest LBOs by a private equity outfit in Australia. </li>
</ul>


Hospital operator Ramsay Health Care (RHC AU) has announced an unsolicited, non-binding Offer from KKR, by way of a Scheme, at A$88.00/share, in cash, a 36.7% premium to last close.
Presumably, Paul Ramsay's Ramsay Foundation, Ramsay's largest shareholder, is supportive, otherwise there is no deal.
Due diligence has been granted. If successful, this would be one of the largest LBOs by a private equity outfit in Australia. 


<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> gives the nod to CapVest as the latter bumps to $8.25/share - less dividends - by way of a Scheme</li>
<li>CapVest will also make a concurrent off-market takeover Offer at $8.10, less dividends. This Offer can be triggered if the first Offer fails, and would only require 50.1% shareholder approval.</li>
<li>Trading one spread below CapVest's firm Scheme terms. Back in BGH's court. Again.</li>
</ul>



Virtus Health (VRT AU) gives the nod to CapVest as the latter bumps to $8.25/share - less dividends - by way of a Scheme
CapVest will also make a concurrent off-market takeover Offer at $8.10, less dividends. This Offer can be triggered if the first Offer fails, and would only require 50.1% shareholder approval.
Trading one spread below CapVest's firm Scheme terms. Back in BGH's court. Again.


Virtus Enters Into Firm Deal With CapVest

<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

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.

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1300 Smiles Ltd (ONT AU)

Pacific Smiles (PSQ AU) Frowns On Genesis' Offer

It's doubtful Genesis will stop here. But they will probably need to go A LOT higher to get Abrahams on board. If small, illiquid arbs are your...

David Blennerhassett

Virtus Enters Into Firm Deal With CapVest

Trading one spread below CapVest's firm Scheme terms. It's possible BGH reloads. Or folds. Entering around here appears attractive. Plus there is a...

David Blennerhassett

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

Price Gauge

52-week Range

Market Cap (USDm)

P/E

Dividend (Yield)

Pacific Smiles (PSQ AU) Frowns On Genesis' Offer

It's doubtful Genesis will stop here. But they will probably need to go A LOT higher to get Abrahams on board. If small, illiquid arbs are your...

David Blennerhassett

KKR Bids $88/Share For Ramsay Health

The Offer is indicative - for now. Trading at gross/annualised spread of 6.7%/12.6%, assuming early November completion. Not bad. Even better if...

David Blennerhassett

Virtus Enters Into Firm Deal With CapVest

Trading one spread below CapVest's firm Scheme terms. It's possible BGH reloads. Or folds. Entering around here appears attractive. Plus there is a...

David Blennerhassett

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