SYDNEY, AUSTRALIA: APM Human Services International has disclosed that Madison Dearborn Partners (MDP), a major stakeholder with approximately 29% ownership and three board members, has expressed its intention to propose an acquisition of the company.
The proposal, which is non-binding and indicative, suggests a scheme of arrangement under Part 5.1 of the Corporations Act 2001, offering $1.40 cash per share for the remaining APM shares not currently owned by MDP.
This proposal by Madison Dearborn Partners also presents a Scrip Alternative, allowing shareholders to opt for unlisted shares in the acquiring entity instead of cash.
Key conditions of the MDP Proposal include a due diligence period, acceptance of the Scrip Alternative by founders and key management, unanimous recommendation from APM’s non-MDP directors, execution of a scheme implementation deed (SID), and necessary regulatory approvals.
The Independent Board Committee (IBC) of APM, consisting of four independent directors, has been tasked with engaging with MDP and other interested parties regarding the proposal.
Lead Independent Director and IBC Chair, Mr. Nev Power, commented on the proposal’s price per share as “disappointing” but affirmed the committee’s commitment to securing a fair and reasonable outcome for all shareholders.
The IBC has advised APM shareholders that no immediate action is required concerning the MDP Proposal and has pledged to maintain transparency in line with the company’s continuous disclosure obligations.
In operational updates, APM’s Employment Services faces challenges due to low unemployment levels, while the Australian Health business has invested in a new client management system, expected to enhance productivity and support growth from FY25 onwards.