Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>With a little under two weeks until <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> shareholders vote on CapVest's Offer, BGH bumps its off-market bid to $8.15/share, matching CapVest's Scheme terms.</li>
<li>BGH added it now holds 22.38% and will vote against CapVest's Offer. Virtus has encouraged CapVest to respond today about whether they will increase terms. </li>
<li>With CapVest's Scheme all-but blocked, BGH's revised $8.15/share Offer is now the highest offer for Virtus.</li>
</ul>


With a little under two weeks until Virtus Health (VRT AU) shareholders vote on CapVest's Offer, BGH bumps its off-market bid to $8.15/share, matching CapVest's Scheme terms.
BGH added it now holds 22.38% and will vote against CapVest's Offer. Virtus has encouraged CapVest to respond today about whether they will increase terms. 
With CapVest's Scheme all-but blocked, BGH's revised $8.15/share Offer is now the highest offer for Virtus.


Virtus: BGH Bumps; CapVest's Scheme Untenable

<ul>
<li>With under three weeks until <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> shareholders vote on CapVest's Offer, BGH continues to gradually push out the tendering period for its own Offer.</li>
<li>The outcome of the Scheme Meeting is all but a foregone conclusion assuming BGH sticks to its guns and is not supportive; which then potentially rekindles this competitive bidding situation.</li>
<li>This insight discusses the constraints BGH needs to adhere to in "truth in takeover" statements. There are still a handful of moving parts to unfold in this transaction.</li>
</ul>


With under three weeks until Virtus Health (VRT AU) shareholders vote on CapVest's Offer, BGH continues to gradually push out the tendering period for its own Offer.
The outcome of the Scheme Meeting is all but a foregone conclusion assuming BGH sticks to its guns and is not supportive; which then potentially rekindles this competitive bidding situation.
This insight discusses the constraints BGH needs to adhere to in "truth in takeover" statements. There are still a handful of moving parts to unfold in this transaction.


<ul>
<li>
CapVest has a concurrent Scheme 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> at $8.15/share and an off-market Takeover bid at $8.10/share (conditional on, among other things, the Scheme not proceeding).</li>
<li>The Transaction Booklet is now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02518857-2A1372530?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">out</a>. The Scheme Meeting will be held on the 6 June. If not approved, the Takeover closes on the 5 July - unless extended.</li>
<li>The Virtus Directors unanimously recommend shareholders vote in favour of the Scheme; and accept the CapVest Takeover should the Scheme not be approved.</li>
</ul>



CapVest has a concurrent Scheme for Virtus Health (VRT AU) at $8.15/share and an off-market Takeover bid at $8.10/share (conditional on, among other things, the Scheme not proceeding).
The Transaction Booklet is now out. The Scheme Meeting will be held on the 6 June. If not approved, the Takeover closes on the 5 July - unless extended.
The Virtus Directors unanimously recommend shareholders vote in favour of the Scheme; and accept the CapVest Takeover should the Scheme not be approved.


Shareholder Vote On 6 June For Virtus-Backed Offer From CapVest

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 CapVest scheme meeting is scheduled for 6 June and the CapVest takeover offer runs from 6 May to 5 July. The BGH takeover is open and ends 20 May.</li>
<li>The independent expert has concluded that both CapVest and BGH’s proposals are fair and reasonable. <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> shares currently trade above both proposals. </li>
<li>With BGH unwilling to concede to CapVest, it is likely that BGH increases its 20.02% stake at a higher price than its takeover offer, resulting in a higher offer price.  </li>
</ul>


The CapVest scheme meeting is scheduled for 6 June and the CapVest takeover offer runs from 6 May to 5 July. The BGH takeover is open and ends 20 May.
The independent expert has concluded that both CapVest and BGH’s proposals are fair and reasonable. Virtus Health (VRT AU) shares currently trade above both proposals. 
With BGH unwilling to concede to CapVest, it is likely that BGH increases its 20.02% stake at a higher price than its takeover offer, resulting in a higher offer price.  


CapVest Scheme Meeting on 6 Jun, CapVest Takeover Offer Open 6 May to 5 July

<ul>
<li>In its Target Statement, <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>'s board unanimously determined BGH's Offer is inferior to CapVest's and recommends shareholders to not accept BGH's Offer.</li>
<li>Separately, Virtus is seeking interim orders from the Takeovers Panel, such that BGH amends its bidder's statement and also provides withdrawal rights. </li>
<li>A Supreme Court of New South Wales hearing will be held on 4 May 2022 to convene the Scheme meeting in relation to the CapVest Transaction.</li>
</ul>


In its Target Statement, Virtus Health (VRT AU)'s board unanimously determined BGH's Offer is inferior to CapVest's and recommends shareholders to not accept BGH's Offer.
Separately, Virtus is seeking interim orders from the Takeovers Panel, such that BGH amends its bidder's statement and also provides withdrawal rights. 
A Supreme Court of New South Wales hearing will be held on 4 May 2022 to convene the Scheme meeting in relation to the CapVest Transaction.


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)

Virtus: BGH Bumps; CapVest's Scheme Untenable

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David Blennerhassett

Virtus Health & BGH: Truth in Takeovers

Recommendation unchanged: if you're in, hold on for any possible upward revision. If not already in, get involved around here, or on any pullback.

David Blennerhassett

Shareholder Vote On 6 June For Virtus-Backed Offer From CapVest

Recommendation unchanged: if you're in, hold on for any possible upward revision. If not already in, get involved around here, or on any pullback....

David Blennerhassett

CapVest Scheme Meeting on 6 Jun, CapVest Takeover Offer Open 6 May to 5 July

The shares currently trade above both the CapVest and BGH proposals. It is likely that BGH further increases its stake at a higher price than its...

Arun George

BGH Stonewalls As Virtus Rejects Offer

Recommendation unchanged: if you're in, hold on for any possible upward revision. If not already in, get involved around here, or on any pullback.

David Blennerhassett

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