CapVest tables improved proposal to acquire Virtus Health
SYDNEY, AUSTRALIA: Virtus Health Limited (ASX: VRT) has received a revised non-binding, conditional and indicative proposal from CapVest Partners LLP to acquire all of Virtus’ shares by way of scheme of arrangement offering $7.80 cash per share.
CapVest has also indicated it is willing to proceed with an alternative structure which only requires acceptance by 50.1% of Virtus shareholders, such as an off-market takeover bid with a minimum 50.1% minimum acceptance condition, offering $7.70 cash per share (less any dividends or distributions).
CapVest has also advised that a substantial level of due diligence has now been undertaken by CapVest and that subject to the ongoing negotiation of an implementation deed and the completion of its due diligence, it expects to be in a position to enter into an implementation agreement by 11 March 2022. Apart from the increased price, the terms and conditions of the Revised CapVest Proposal are the same as those announced on 20 January 2022.
CapVest has advised that it has applied for a no objection notice from the Foreign Investment Review Board to acquire 100% of the shares in Virtus.
Following receipt of the Revised CapVest Proposal and taking all relevant considerations into account in the interests of Virtus and its shareholders, the Virtus Board has determined that it will not be engaging with BGH Capital Pty Ltd (BGH) in respect of its revised proposal, as set out in Virtus’ ASX announcement on 28 February 2022, to acquire all of Virtus’ shares by way of scheme of arrangement at $7.65 cash per share (less the value of dividends or other distributions), given the revised CapVest proposal is superior to the revised BGH Proposal.
There is no certainty that the Revised CapVest Proposal will result in any transaction being put to Virtus shareholders for their consideration.
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