SYDNEY: NDC HoldCo Pty Ltd has agreed to acquire 100% of the shares in Pacific Smiles by way of a scheme of arrangement for a cash consideration of $1.90 per share.

NDC is a portfolio company managed by Crescent Capital Partners Management Pty Ltd.

Pacific Smiles will have the discretion to pay shareholders a fully franked dividend of up to a maximum of 12 cents per share, with the cash consideration of $1.90 per share under the Scheme to be reduced by the amount of any such Permitted Dividend.

It remains at the discretion of the Pacific Smiles Board whether any Permitted Dividend is ultimately declared and paid.

The offer under the Scheme represents an enterprise value multiple on the mid-point of FY24 EBITDA guidance of approximately 11x and an equity value of $303m based on ordinary shares outstanding.

As announced on 19 March 2024, Genesis Capital made a revised, non-binding indicative proposal for the acquisition of all of the shares in Pacific Smiles at an offer price of $1.75 in cash per share by way of a scheme of arrangement (Genesis Capital Revised Indicative Proposal), following its initial indicative proposal of $1.40 in cash per share announced on 18 December 2023.

Genesis Capital also indicated Pacific Smiles shareholders may have the opportunity to roll their shares into unlisted equity.

Pacific Smiles also announced on 19 March 2024 that it agreed to provide non-exclusive due diligence to Genesis Capital, and that, subject to the parties negotiating and entering into a binding scheme implementation agreement for consideration of at least $1.75 per share, the intention of the Pacific Smiles Board was to recommend that shareholders vote in favour of any resolution to implement the Genesis Capital Revised Indicative Proposal and to vote or procure shares they control in favour of such resolution, in each case, in the absence of a superior proposal and subject to an independent expert concluding, and continuing to conclude, that the transaction was in the best interests of Pacific Smiles shareholders.

The Board of Pacific Smiles is focused on maximising shareholder outcomes. After careful consideration and having received advice from its legal and financial advisers, the Board of Pacific Smiles has determined NDC’s binding proposal, reflected in the SID, is a superior proposal to the Genesis Capital Revised Indicative Proposal.