Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<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.


<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>
CapVest has bumped its Scheme Offer 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> to A$8.15/share. More importantly, it has increased the Takeover Offer price to A$8.10/share.</li>
<li>Separately, the Takeovers Panel has made interim orders prohibiting BGH from acquiring on market any Virtus shares above its Bid Price.</li>
<li>Virtus's Board has unanimously determined that CapVest's revised Offer is superior to BGH's Bid. </li>
</ul>



CapVest has bumped its Scheme Offer for Virtus Health (VRT AU) to A$8.15/share. More importantly, it has increased the Takeover Offer price to A$8.10/share.
Separately, the Takeovers Panel has made interim orders prohibiting BGH from acquiring on market any Virtus shares above its Bid Price.
Virtus's Board has unanimously determined that CapVest's revised Offer is superior to BGH's Bid. 


The Panel Joins CapVest In Virtus' Corner

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>Including the A$0.12 permitted dividend (paid on 14 April), CapVest’s revised scheme offer is A$8.27 and the off-market takeover offer is A$8.22. The new offer addresses the capital return issue.</li>
<li>Despite today’s <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02509261_PS-2A1368239?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">interims orders</a> from the takeover panel, CapVest’s scheme transaction still has virtually no chance of getting up due to BGH's 19.99% stake.</li>
<li>BGH’s like-for-like off-market offer price of A$8.12 per share is 1.2% below CapVest’s off-market offer, suggesting that there is more life to this takeover tussle 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>.</li>
</ul>


Including the A$0.12 permitted dividend (paid on 14 April), CapVest’s revised scheme offer is A$8.27 and the off-market takeover offer is A$8.22. The new offer addresses the capital return issue.
Despite today’s interims orders from the takeover panel, CapVest’s scheme transaction still has virtually no chance of getting up due to BGH's 19.99% stake.
BGH’s like-for-like off-market offer price of A$8.12 per share is 1.2% below CapVest’s off-market offer, suggesting that there is more life to this takeover tussle for Virtus Health (VRT AU).


CapVest Fights Back with Revised Offers for Virtus

<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 unconditional Offer from local Aussie PE outfit BGH which just eclipses CapVest's Offer.</li>
<li>BGH's $8.00/share Offer is A$0.02/share above CapVest's takeover A$7.98/share offer - the one with a minimum acceptance condition of 50% - now the A$0.12/share dividend has gone ex.</li>
<li>CapVest still has the superior A$8.13/share Scheme Offer on the table, yet BGH's 20% stake suggests the outcome for such an Offer is no certainty. CapVest does have matching rights. </li>
</ul>


Fertility specialist Virtus Health (VRT AU) has received a revised unconditional Offer from local Aussie PE outfit BGH which just eclipses CapVest's Offer.
BGH's $8.00/share Offer is A$0.02/share above CapVest's takeover A$7.98/share offer - the one with a minimum acceptance condition of 50% - now the A$0.12/share dividend has gone ex.
CapVest still has the superior A$8.13/share Scheme Offer on the table, yet BGH's 20% stake suggests the outcome for such an Offer is no certainty. CapVest does have matching rights. 


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)

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

The Panel Joins CapVest In Virtus' Corner

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

David Blennerhassett

CapVest Fights Back with Revised Offers for Virtus

Including the permitted dividend, CapVest’s revised scheme is A$8.27 and the off-market takeover is A$8.22. There is more life to this takeover...

Arun George

Virtus: BGH's Less Than Friendly Offer

If you're in, hold on for any possible upward revision. If not in, get involved around here, or on any pullback. I think these two parties will...

David Blennerhassett

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52-week Range

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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

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

The Panel Joins CapVest In Virtus' Corner

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

David Blennerhassett

CapVest Fights Back with Revised Offers for Virtus

Including the permitted dividend, CapVest’s revised scheme is A$8.27 and the off-market takeover is A$8.22. There is more life to this takeover...

Arun George

Virtus: BGH's Less Than Friendly Offer

If you're in, hold on for any possible upward revision. If not in, get involved around here, or on any pullback. I think these two parties will...

David Blennerhassett