Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>UK-Based CapVest Partners is offering A$7.60/share, in cash, for <strong><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></strong>, 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>
<strong><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></strong> 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 <strong><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></strong>.</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

<div>
<p>On the 30 April, aged-care Australian listed operator <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> announced it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.</p>
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<p>On the 5 June, Calvary <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382224-3A568448?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">increased</a> the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to grant Calvary due diligence access.</p>
</div>
<div>
<p>On the 15 June, the Bolton Clarke Group <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384417-3A568803?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made</a> a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer was subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. </p>
</div>
<div>
<p>Due diligence access, consistent with that afforded to Calvary, was also provided.</p>
<p>JHC has now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02399332-3A571403?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> that it has entered into a Scheme Implementation Deed (SID) with Calvary, by way of a Scheme at A$1.40/share. The consideration will be reduced by any dividends paid. </p>
<p>JHC's board of directors have unanimously recommended the Scheme, in the absence of a superior proposal and subject to an independent expert concluding the Scheme is fair &amp; reasonable. </p>
<p>This looks done &amp; dusted. </p>
</div>


On the 30 April, aged-care Australian listed operator Japara Healthcare (JHC AU) announced it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.


On the 5 June, Calvary increased the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to grant Calvary due diligence access.


On the 15 June, the Bolton Clarke Group made a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer was subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. 


Due diligence access, consistent with that afforded to Calvary, was also provided.
JHC has now announced that it has entered into a Scheme Implementation Deed (SID) with Calvary, by way of a Scheme at A$1.40/share. The consideration will be reduced by any dividends paid. 
JHC's board of directors have unanimously recommended the Scheme, in the absence of a superior proposal and subject to an independent expert concluding the Scheme is fair &amp; reasonable. 
This looks done &amp; dusted. 


Japara Healthcare (JHC): Calvary Takes Charge

<div>
<p>Back on the 30 April, aged-care Aussie listed operator <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> made an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02369261-3A566260?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcement</a> it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.</p>
<p>On the 5 June, Calvary <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382224-3A568448?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to Offer Calvary due diligence access.</p>
<p>Now the Bolton Clarke Group has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384417-3A568803?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made</a> a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer is subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. </p>
<p>Due diligence access, consistent with that afforded to Calvary, has been provided.</p>
<p>Shares jumped 8% on the news and closed at A$1.275/share.</p>
<div>More below the fold.</div>
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<p></p>
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Back on the 30 April, aged-care Aussie listed operator Japara Healthcare (JHC AU) made an announcement it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.
On the 5 June, Calvary bumped the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to Offer Calvary due diligence access.
Now the Bolton Clarke Group has made a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer is subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. 
Due diligence access, consistent with that afforded to Calvary, has been provided.
Shares jumped 8% on the news and closed at A$1.275/share.
More below the fold.





Japara Healthcare (JHC AU): Bolton Clarke Spoils Calvary's Charge

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