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/monash-ivf-group-ltd" target="_blank" data-smartkarma-citation="entities:18130:1" rel="noopener">Monash IVF (MVF AU)</a>, a fertility provider, has announced, and summarily rejected, a A$0.80/share non-binding indicative Offer from <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson and Co. Ltd (SOL AU)</a> &amp; Genesis Capital.</li>
<li>The indicative terms are a ~31% premium to last close. And ~7.7x FY25 EV/EBITDA. Chairman Richard Davis <a href="https://announcements.asx.com.au/asxpdf/20251124/pdf/06sd9nmj7g6yqg.pdf" target="_blank" rel="noopener">declared</a> terms "opportunistic in timing and materially undervalues the company". </li>
<li>Genesis/Soul Patts collectively hold 19.6% in MVF.  MVF's share price has cratered this year after a woman was mistakenly implanted with the wrong embryo. The CEO subsequently stepped down. </li>
</ul>



Monash IVF (MVF AU), a fertility provider, has announced, and summarily rejected, a A$0.80/share non-binding indicative Offer from Washington H. Soul Pattinson and Co. Ltd (SOL AU) &amp; Genesis Capital.
The indicative terms are a ~31% premium to last close. And ~7.7x FY25 EV/EBITDA. Chairman Richard Davis declared terms "opportunistic in timing and materially undervalues the company". 
Genesis/Soul Patts collectively hold 19.6% in MVF.  MVF's share price has cratered this year after a woman was mistakenly implanted with the wrong embryo. The CEO subsequently stepped down. 


Monash IVF (MVF AU) Rejects Soul Patts/Genesis' Offer

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>The <a href="https://www.afr.com/street-talk/pe-bidder-comes-calling-for-monash-ivf-amid-embryo-mix-up-debacle-20251123-p5nhpd" target="_blank" rel="noopener">AFR reports</a> that a mystery buyer, believed to be Genesis Capital, will launch a takeover proposal for <a href="https://www.smartkarma.com/entities/monash-ivf-group-ltd" target="_blank" data-smartkarma-citation="entities:18130:1" rel="noopener">Monash IVF (MVF AU)</a> at A$0.80, a 31.1% premium to the last close.</li>
<li>On Friday, the mystery buyer acquired a pre-bid stake of 6.01% of outstanding shares at A$0.80. The timing is opportunistic as the shares are down 51% YTD.</li>
<li>It is unclear whether Genesis is aiming to launch a scheme or an off-market takeover offer. Nevertheless, the rumoured offer is light. </li>
</ul>


The AFR reports that a mystery buyer, believed to be Genesis Capital, will launch a takeover proposal for Monash IVF (MVF AU) at A$0.80, a 31.1% premium to the last close.
On Friday, the mystery buyer acquired a pre-bid stake of 6.01% of outstanding shares at A$0.80. The timing is opportunistic as the shares are down 51% YTD.
It is unclear whether Genesis is aiming to launch a scheme or an off-market takeover offer. Nevertheless, the rumoured offer is light. 


Monash IVF (MVF AU): Genesis Capital to Launch a Takeover Proposal?

<ul>
<li>Back in April 2022, Australia's largest private 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> announced an unsolicited, non-binding Offer from KKR at A$88.00/share. Arguably, KKR dodged a bullet.</li>
<li>RHC's share price took another leg down last week after RHC announced weaker-than-expected FY24 earnings; plus a write-down of its European/UK ops. RHC is now ~50% adrift of KKR's NBIO.</li>
<li>Not altogether surprisingly, various media sources are reporting private equity outfits are (again) running a diagnostic check on RHC. </li>
</ul>


Back in April 2022, Australia's largest private hospital operator Ramsay Health Care (RHC AU) announced an unsolicited, non-binding Offer from KKR at A$88.00/share. Arguably, KKR dodged a bullet.
RHC's share price took another leg down last week after RHC announced weaker-than-expected FY24 earnings; plus a write-down of its European/UK ops. RHC is now ~50% adrift of KKR's NBIO.
Not altogether surprisingly, various media sources are reporting private equity outfits are (again) running a diagnostic check on RHC. 


Private Equity Examining Ramsay Health (RMC AU). Again.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/nitro-software-ltd" target="_blank" data-smartkarma-citation="entities:30943:1" rel="noopener">Nitro Software Ltd (NTO AU)</a> has received a revised Potentia off-market takeover offer at A$2.00 per share, an 11.1% premium to its previous offer and in line with Alludo’s offer.</li>
<li>By bumping its offer, adding a scrip alternative and signalling a potentially higher price on due diligence access, Potentia has ramped up the pressure on the Board.</li>
<li>Potentia/Alludo offer remains at the low end of the IE’s valuation range. Alludo would have anticipated this move and likely will have factored in the need to raise its offer.</li>
</ul>



Nitro Software Ltd (NTO AU) has received a revised Potentia off-market takeover offer at A$2.00 per share, an 11.1% premium to its previous offer and in line with Alludo’s offer.
By bumping its offer, adding a scrip alternative and signalling a potentially higher price on due diligence access, Potentia has ramped up the pressure on the Board.
Potentia/Alludo offer remains at the low end of the IE’s valuation range. Alludo would have anticipated this move and likely will have factored in the need to raise its offer.


Nitro Software (NTO AU): Potentia Raises to A$2.00 as the Battle Heats Up

<ul>
<li>Back on the 26 April, church donor management tech play <a href="https://www.smartkarma.com/entities/pushpay-holdings-ltd" target="_blank" data-smartkarma-citation="entities:13737:1" rel="noopener">Pushpay Holdings (PPH NZ)</a> <a href="https://www.nzx.com/announcements/390975" target="_blank" rel="noopener">announced</a> "unsolicited, non-binding and conditional expressions of interest or approaches from third parties". No price was mentioned. </li>
<li>Roughly a month later, BGH Capital and Sixth Street, both existing shareholders,<a href="https://www.nzx.com/announcements/392626" target="_blank" rel="noopener"> entered into</a> a cooperation agreement with respect to a potential transaction for Pushpay. Again, no price was provided. </li>
<li>Pushpay has now <a href="https://www.nzx.com/announcements/400268" target="_blank" rel="noopener">announced</a> it has received a non-binding proposal. Word on the street this involves BGH. Still, no price was made public. A 30% premium to undisturbed is ~NZ$1.34/share.</li>
</ul>


Back on the 26 April, church donor management tech play Pushpay Holdings (PPH NZ) announced "unsolicited, non-binding and conditional expressions of interest or approaches from third parties". No price was mentioned. 
Roughly a month later, BGH Capital and Sixth Street, both existing shareholders, entered into a cooperation agreement with respect to a potential transaction for Pushpay. Again, no price was provided. 
Pushpay has now announced it has received a non-binding proposal. Word on the street this involves BGH. Still, no price was made public. A 30% premium to undisturbed is ~NZ$1.34/share.


Pushpay: BGH Resurrects The Catholic Opportunity

Australia

Virtus Health Limited provides health care services. The Company offers clinical, scientific, diagnostic services, and day surgery for reproductive and fertility health care. Virtus Health serves patients and operates reproductive health and fertility clinics throughout eastern Australia.

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Virtus Health (VRT AU)

Monash IVF (MVF AU) Rejects Soul Patts/Genesis' Offer

Trading 10% through the indicative terms. Perhaps 8-9 turns of EBITDA may get board support. I think this needs a A$1+ handle, at a minimum, to...

David Blennerhassett

Monash IVF (MVF AU): Genesis Capital to Launch a Takeover Proposal?

The AFR reports that a mystery buyer, believed to be Genesis Capital, will launch a takeover proposal. The timing is opportunistic, and the...

Arun George

Private Equity Examining Ramsay Health (RMC AU). Again.

Ramsay's share price is pretty beaten up. FY24 earnings are expected to be roughly in line with FY22 figures. And KKR was still willing to pay...

David Blennerhassett

Nitro Software (NTO AU): Potentia Raises to A$2.00 as the Battle Heats Up

The shares are trading through Potentia’s improved terms. Alludo has the benefit of synergies and KKR’s ownership to support a higher bid. Alludo...

Arun George

Pushpay: BGH Resurrects The Catholic Opportunity

This remains an indicative situation. There have been a number of blow-ups/no deals, around the region of late. However, BGH is dogged in its M&A...

David Blennerhassett

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