SYDNEY, AUSTRALIA: Pacific Smiles Group Limited (ASX:PSQ) has announced receiving a revised acquisition proposal from Genesis Capital Manager I Pty Ltd. The new offer, standing $1.75 in cash per share, is set to be executed through a recommended scheme of arrangement.
This revised indicative proposal not only increases the cash offer but also presents Pacific Smiles shareholders with the option to convert their shares into unlisted equity.
This latest proposal comes after Genesis Capital’s initial bid of $1.40 per share was rejected by the Pacific Smiles Board, which deemed it as opportunistic and undervaluing the company.
Since then, Genesis Capital has secured an economic interest in approximately 19.90% of Pacific Smiles’ issued capital, amounting to 31.75 million shares.
The Pacific Smiles Board has consented to provide Genesis Capital with a chance to perform further due diligence to present a binding proposal. This decision follows a previously established confidentiality and standstill agreement. Both parties have now entered into a process deed to outline the due diligence framework.
The Board has expressed its intention to recommend shareholders to vote in favor of the transaction, provided the cash offer remains at least $1.75 per share and no superior proposal emerges. This recommendation is contingent upon an independent expert’s assessment that the transaction aligns with the best interests of Pacific Smiles shareholders.
Furthermore, the Board is exploring the feasibility of allowing shareholders to roll their shares into unlisted equity, a potential component of the offer that is yet to be fully evaluated.
The unfolding of this acquisition proposal marks a pivotal moment for Pacific Smiles Group and its stakeholders, as they await the finalization of the binding scheme implementation agreement.