Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>After what appeared indecisiveness from Genesis Capital, Crescent Capital's National Dental Care snuck in on the 29th April and entered into a Scheme with <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> at A$1.90/share. </li>
<li>The Scheme Meeting is the 1st August with expected implementation on the 19th August. The IE (Deloitte) reckoned terms are fair &amp; reasonable. All good right? Not quite.</li>
<li>The Takeovers Panel has concluded Genesis Capital, with 19.9% of shares out, is free to vote. Assuming Genesis votes against the Scheme, Crescent Capital's Offer is effectively dead.</li>
</ul>


After what appeared indecisiveness from Genesis Capital, Crescent Capital's National Dental Care snuck in on the 29th April and entered into a Scheme with Pacific Smiles (PSQ AU) at A$1.90/share. 
The Scheme Meeting is the 1st August with expected implementation on the 19th August. The IE (Deloitte) reckoned terms are fair &amp; reasonable. All good right? Not quite.
The Takeovers Panel has concluded Genesis Capital, with 19.9% of shares out, is free to vote. Assuming Genesis votes against the Scheme, Crescent Capital's Offer is effectively dead.


Pacific Smiles' (PSQ AU) Scheme Vote: Say “aaaarrrghhhh”?!

<ul>
<li>Back on the 20 March, <a href="https://www.smartkarma.com/entities/australian-clinical-labs-limited" target="_blank" data-smartkarma-citation="entities:36020:1" rel="noopener">Australian Clinical Labs (ACL AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02645550-2A1438593?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> a merger proposal for <a href="https://www.smartkarma.com/entities/healius-ltd-6d4d947d-ad32-4aea-b2d8-265f5768b55e" target="_blank" data-smartkarma-citation="entities:14208:1" rel="noopener">Healius (HLS AU)</a>, the completion of which would create Australia’s largest pathology provider.</li>
<li>In its <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02662285-2A1447428?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Target Statement</a> on the 4 May, Healius' board unanimously recommended that Healius shareholders reject the Offer. A forthcoming ACCC decision may also conclude a merger is verboten. </li>
<li>Now Healius has announced a "capital restructure reset" via issuing new shares at $1.20/share, a hefty 34.6% discount to last close. This breaches a number of prescribed occurrences. </li>
</ul>


Back on the 20 March, Australian Clinical Labs (ACL AU) announced a merger proposal for Healius (HLS AU), the completion of which would create Australia’s largest pathology provider.
In its Target Statement on the 4 May, Healius' board unanimously recommended that Healius shareholders reject the Offer. A forthcoming ACCC decision may also conclude a merger is verboten. 
Now Healius has announced a "capital restructure reset" via issuing new shares at $1.20/share, a hefty 34.6% discount to last close. This breaches a number of prescribed occurrences. 


<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

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>
<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)

<ul>
<li>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> has announced it has 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>
</li>
<li>This non-binding indicative Offer, by way of a Scheme, involves 0.12849 new IDX shares for each share of Capitol.  The next step is four weeks of two-way confirmatory due diligence.</li>
<li>
The implied Offer Price under the scrip terms is A$0.3284/share. Should the transaction complete, Integral would hold 63% in the combined group. This is the second Integral/Capitol merger attempt.
</li>
</ul>


Diagnostic imaging provider Capitol Health (CAJ AU) has announced it has entered into a process deed with Integral Diagnostics (IDX AU)

This non-binding indicative Offer, by way of a Scheme, involves 0.12849 new IDX shares for each share of Capitol.  The next step is four weeks of two-way confirmatory due diligence.

The implied Offer Price under the scrip terms is A$0.3284/share. Should the transaction complete, Integral would hold 63% in the combined group. This is the second Integral/Capitol merger attempt.



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

Australia

Healius Limited provides health care services. The Company offers diagnostic imaging, pathology, acute and chronic disease treatment, dental and eye care, and in vitro fertilisation services. Healius serves patients in Australia.

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Healius (HLS AU)

Pacific Smiles' (PSQ AU) Scheme Vote: Say “aaaarrrghhhh”?!

HBF, with 10.03%, said it will vote in favour of the Scheme. Yet this transaction is effectively toast after Genesis announced the previous week it...

David Blennerhassett

Healius Taps The Market. ACL Should Walk

ACL is free to walk. I think it's time they did. Its Offer for Healius is currently expected to close on the 29 Feb 2024.

David Blennerhassett

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

I'm not entirely comfortable with ACCC risk here. Without that comfort, I'd avoid the arb. I'd be looking at Healius (HLS AU) on the back on this...

David Blennerhassett

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

No substantial shareholder has vocally opposed the merger, and the offer price is attractive. The key risk is if Integral becomes a takeover...

Arun George

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

IF short IDX, long Capitol here, you're probably short Integrals FY24E final divi also. I'm not entirely comfortable with ACCC risk. Without that...

David Blennerhassett

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