Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>On the 18th July, diagnostic imaging provider <a href="https://www.smartkarma.com/entities/capitol-health-ltd" target="_blank" data-smartkarma-citation="entities:14504:1" rel="noopener">Capitol Health (CAJ AU)</a> entered a Scheme with <a href="https://www.smartkarma.com/entities/integral-diagnostics-ltd" target="_blank" data-smartkarma-citation="entities:24306:1" rel="noopener">Integral Diagnostics (IDX AU)</a>. IDX will issue 0.12849 new IDX shares for each Capitol share</li>
<li>Upon completing the transaction, Integral would hold ~63% in the MergeCo. They key risk is the ACCC signing off. A decision is expected on (or around) the 28th November.  </li>
<li>The Scheme Booklet is <a href="https://announcements.asx.com.au/asxpdf/20240924/pdf/0687rhtyjsbvt0.pdf" target="_blank" rel="noopener">now out</a>, with a Scheme Meeting to be held on the 31st October. Expected implementation on the 14th November. The IE says fair &amp; reasonable.</li>
</ul>


On the 18th July, diagnostic imaging provider Capitol Health (CAJ AU) entered a Scheme with Integral Diagnostics (IDX AU). IDX will issue 0.12849 new IDX shares for each Capitol share
Upon completing the transaction, Integral would hold ~63% in the MergeCo. They key risk is the ACCC signing off. A decision is expected on (or around) the 28th November.  
The Scheme Booklet is now out, with a Scheme Meeting to be held on the 31st October. Expected implementation on the 14th November. The IE says fair &amp; reasonable.


Capitol Health (CAJ AU)/Integral Diagnostics (IDX AU):  31st Oct Merger Vote

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>The <a href="https://www.smartkarma.com/entities/capitol-health-ltd" target="_blank" data-smartkarma-citation="entities:14504:1" rel="noopener">Capitol Health (CAJ AU)</a> IE considers <a href="https://www.smartkarma.com/entities/integral-diagnostics-ltd" target="_blank" data-smartkarma-citation="entities:24306:1" rel="noopener">Integral Diagnostics (IDX AU)</a>’s merger proposal (0.12849 Integral shares per Capitol share) fair and reasonable. </li>
<li>While ACCC informal clearance is an overhang, the evidence suggests that clearance should be secured. The shareholder vote risk is low.</li>
<li>The offer terms are attractive. At the last close and for the 14 November payment, the gross/annualised spread is 4.7%/37.3%.  </li>
</ul>


The Capitol Health (CAJ AU) IE considers Integral Diagnostics (IDX AU)’s merger proposal (0.12849 Integral shares per Capitol share) fair and reasonable. 
While ACCC informal clearance is an overhang, the evidence suggests that clearance should be secured. The shareholder vote risk is low.
The offer terms are attractive. At the last close and for the 14 November payment, the gross/annualised spread is 4.7%/37.3%.  


Capitol Health (CAJ AU): ACCC Overhang as Scheme Meeting Set for 31 October

<ul>
<li>MA Financial (13.43% of shares out) and Alison Hughes (9.94%) said they will reject Genesis A$1.8675/share offer for <a href="https://www.smartkarma.com/entities/pacific-smiles-group-ltd" target="_blank" data-smartkarma-citation="entities:2891:1" rel="noopener">Pacific Smiles (PSQ AU)</a>; therefore the 90% acceptance condition cannot be met.</li>
<li>Separately, PSQ's board also rejected terms, as Genesis Offer is below NDC's A$2.05/share Offer; plus terms are "opportunistic" as they do not account for PSQ's recent strong financial improvement. </li>
<li>What now? Genesis has the flexibility to bump. Expect that to occur. They won't fold their tent in response to this latest development.</li>
</ul>


MA Financial (13.43% of shares out) and Alison Hughes (9.94%) said they will reject Genesis A$1.8675/share offer for Pacific Smiles (PSQ AU); therefore the 90% acceptance condition cannot be met.
Separately, PSQ's board also rejected terms, as Genesis Offer is below NDC's A$2.05/share Offer; plus terms are "opportunistic" as they do not account for PSQ's recent strong financial improvement. 
What now? Genesis has the flexibility to bump. Expect that to occur. They won't fold their tent in response to this latest development.


Pacific Smiles: Key Shareholders Reject Genesis' Terms

<ul>
<li>Back on the 17th June, diagnostic imaging provider <a href="https://www.smartkarma.com/entities/capitol-health-ltd" target="_blank" data-smartkarma-citation="entities:14504:1" rel="noopener">Capitol Health (CAJ AU)</a> announced it had entered into a process deed with <a href="https://www.smartkarma.com/entities/integral-diagnostics-ltd" target="_blank" data-smartkarma-citation="entities:24306:1" rel="noopener">Integral Diagnostics (IDX AU)</a>. Terms are now firmed.
</li>
<li>
IDX will issue 0.12849 new IDX shares for each Capitol share. Scrip terms are unchanged from that announced previously. Upon completing the transaction, Integral would hold 63% in the NewCo. </li>
<li>Apart from ACCC signing off, this transaction looks priced to complete. </li>
</ul>


Back on the 17th June, diagnostic imaging provider Capitol Health (CAJ AU) announced it had entered into a process deed with Integral Diagnostics (IDX AU). Terms are now firmed.


IDX will issue 0.12849 new IDX shares for each Capitol share. Scrip terms are unchanged from that announced previously. Upon completing the transaction, Integral would hold 63% in the NewCo. 
Apart from ACCC signing off, this transaction looks priced to complete. 


Capitol Health (CAJ AU)/Integral Diagnostics (IDX AU): An Improved Image - Now Firmed

<ul>
<li>
<a href="https://www.smartkarma.com/entities/capitol-health-ltd" target="_blank" data-smartkarma-citation="entities:14504:1" rel="noopener">Capitol Health (CAJ AU)</a> has entered a binding merger proposal with <a href="https://www.smartkarma.com/entities/integral-diagnostics-ltd" target="_blank" data-smartkarma-citation="entities:24306:1" rel="noopener">Integral Diagnostics (IDX AU)</a> at 0.12849 Integral shares per Capitol share.</li>
<li>The transaction will require approval from the ACCC and Capitol shareholders. Due to the minimal geographic overlap, ACCC clearance should be forthcoming.</li>
<li>The offer is attractive compared to historical exchange ratios, trading ranges and peer multiples. At the last close, the gross spread was 8.0%. </li>
</ul>



Capitol Health (CAJ AU) has entered a binding merger proposal with Integral Diagnostics (IDX AU) at 0.12849 Integral shares per Capitol share.
The transaction will require approval from the ACCC and Capitol shareholders. Due to the minimal geographic overlap, ACCC clearance should be forthcoming.
The offer is attractive compared to historical exchange ratios, trading ranges and peer multiples. At the last close, the gross spread was 8.0%. 


Capitol Health (CAJ AU): Binding Merger with Integral Diagnostics (IDX AU)

Australia

Capitol Health Limited is mainly focus in the diagnostic imaging business through radiology clinics in Australia. It has previously provided dental surgeries and facilities to self employed dentists who carry on their own dental practices. The Company had also provided administration and management services.

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Capitol Health (CAJ AU)