Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

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<p>Back on the 30 April, aged-care Aussie listed operator <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> made an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02369261-3A566260?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcement</a> it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.</p>
<p>On the 5 June, Calvary <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02382224-3A568448?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumped</a> the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to Offer Calvary due diligence access.</p>
<p>Now the Bolton Clarke Group has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02384417-3A568803?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">made</a> a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer is subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. </p>
<p>Due diligence access, consistent with that afforded to Calvary, has been provided.</p>
<p>Shares jumped 8% on the news and closed at A$1.275/share.</p>
<div>More below the fold.</div>
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Back on the 30 April, aged-care Aussie listed operator Japara Healthcare (JHC AU) made an announcement it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.
On the 5 June, Calvary bumped the indicative Offer price to A$1.20/share.  JHC's board concluded it was appropriate to Offer Calvary due diligence access.
Now the Bolton Clarke Group has made a conditional, non-binding indicative proposal by way of a Scheme, at A$1.22/share. The Offer is subject to due diligence, financing, unanimous support from JHC's directors, and final approval from the Bolton Clarke board. 
Due diligence access, consistent with that afforded to Calvary, has been provided.
Shares jumped 8% on the news and closed at A$1.275/share.
More below the fold.





Japara Healthcare (JHC AU): Bolton Clarke Spoils Calvary's Charge

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<p>An Australian Royal Commission on aged care providers was <a href="https://agedcare.royalcommission.gov.au/sites/default/files/2021-03/final-report-volume-1_0.pdf" target="_blank" rel="noopener">issued</a> on the 26 February 2021 with 148 recommendations to address what was deemed a weak and ineffective regulatory arrangement, including a new aged care act, the introduction of a system of star rating system for facilities, and some form of aged care levy for the funding of the system. The government also made an initial pledged of $452mn in additional funding.</p>
<p>The share price reaction to the report from the three key aged-care Aussie listed operators - <a href="https://www.smartkarma.com/entities/regis-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:2086:1" rel="noopener">Regis Healthcare (REG AU)</a>, <a href="https://www.smartkarma.com/entities/estia-health-ltd" target="_blank" data-smartkarma-citation="entities:77:1" rel="noopener">Estia Health (EHE AU)</a>, and <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> - was largely one of "meh". Nevertheless, the ongoing speculation as to the Royal Commission findings, in tandem with COVID, had resulted in Japara's shares trading down 75% in the last five, and ~60% a-piece for Regis and Estia in the same time frame, at that time.</p>
<p>Neither company, to date, has comprehensively addressed the conclusions of the report.</p>
<h3>The New News</h3>
<p>JHC <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02369261-3A566260?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> this morning it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.</p>
<p>JHC said it is reviewing its options.</p>
<p>My initial reaction is that this is an opportunistic bid. This is the third Offer in this space in the last year. <a href="https://www.smartkarma.com/entities/metlifecare-ltd" target="_blank" data-smartkarma-citation="entities:19219:1" rel="noopener">Metlifecare Ltd (MET NZ)</a> was eventually taken private.  Regis fielded an Offer from its co-founder and <a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson And Co. (SOL AU)</a> in September last year, which was subsequently withdrawn, despite a bump in terms. Regis has outperformed the market since.</p>
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<div>More below the fold.</div>
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An Australian Royal Commission on aged care providers was issued on the 26 February 2021 with 148 recommendations to address what was deemed a weak and ineffective regulatory arrangement, including a new aged care act, the introduction of a system of star rating system for facilities, and some form of aged care levy for the funding of the system. The government also made an initial pledged of $452mn in additional funding.
The share price reaction to the report from the three key aged-care Aussie listed operators - Regis Healthcare (REG AU), Estia Health (EHE AU), and Japara Healthcare (JHC AU) - was largely one of "meh". Nevertheless, the ongoing speculation as to the Royal Commission findings, in tandem with COVID, had resulted in Japara's shares trading down 75% in the last five, and ~60% a-piece for Regis and Estia in the same time frame, at that time.
Neither company, to date, has comprehensively addressed the conclusions of the report.
The New News
JHC announced this morning it had received an unsolicited, indicative, conditional, and non-binding Offer from Little Company of Mary Health Care - otherwise known as Calvary - by way of a Scheme, at A$1.04/share.
JHC said it is reviewing its options.
My initial reaction is that this is an opportunistic bid. This is the third Offer in this space in the last year. Metlifecare Ltd (MET NZ) was eventually taken private.  Regis fielded an Offer from its co-founder and Washington H. Soul Pattinson And Co. (SOL AU) in September last year, which was subsequently withdrawn, despite a bump in terms. Regis has outperformed the market since.

More below the fold.


Japara Healthcare (JHC AU): Here Comes The Calvary

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<p><a href="https://www.smartkarma.com/entities/washington-h-soul-pattinson-and-co-ltd" target="_blank" data-smartkarma-citation="entities:6054:1" rel="noopener">Washington H. Soul Pattinson And Co. (SOL AU)</a> ("Soul Patts") has teamed up with Bryan Dorman, co-founder of aged-care provider <a href="https://www.smartkarma.com/entities/regis-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:2086:1" rel="noopener">Regis Healthcare (REG AU)</a>, in making a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02311146-3A555888?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">non-binding indicative proposal</a> of A$1.85/share by way of a Scheme. The Offer implies an equity value of A$557mn and an enterprise value of A$773mn.</p>
<p>The Offer Price is a 25% premium to the last close and a 64% premium to the three-month VWAP.</p>
<p>Dorman, via Ashburn P/L, holds 27.2% in Regis. Ian Roberts, Regis' other co-founder, holds 27.2%.</p>
<p>A scrip alternative into a newly incorporated company is also proposed, in which Dorman will hold 27.2%, and Soul Patts a maximum of 72.8%, before any additional scrip taken up by Regis' shareholders.</p>
<p>As per the substantial shareholder <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02311153-3A555890?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announcement</a>, Soul Patts also made a non-binding and indicative offer for Regis on September 30, in "<em>partnership with a financial partner</em>". No other details relating to that proposal were disclosed.</p>
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<p>Regis was only listed on the <a href="https://www.regis.com.au/site/wp-content/uploads/pdf/Regis-Healthcare-Prospectus.pdf" target="_blank" rel="noopener">14 October 2014</a>, at $3.65/share.</p>
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<p>More below the fold.</p>
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Washington H. Soul Pattinson And Co. (SOL AU) ("Soul Patts") has teamed up with Bryan Dorman, co-founder of aged-care provider Regis Healthcare (REG AU), in making a non-binding indicative proposal of A$1.85/share by way of a Scheme. The Offer implies an equity value of A$557mn and an enterprise value of A$773mn.
The Offer Price is a 25% premium to the last close and a 64% premium to the three-month VWAP.
Dorman, via Ashburn P/L, holds 27.2% in Regis. Ian Roberts, Regis' other co-founder, holds 27.2%.
A scrip alternative into a newly incorporated company is also proposed, in which Dorman will hold 27.2%, and Soul Patts a maximum of 72.8%, before any additional scrip taken up by Regis' shareholders.
As per the substantial shareholder announcement, Soul Patts also made a non-binding and indicative offer for Regis on September 30, in "partnership with a financial partner". No other details relating to that proposal were disclosed.

Regis was only listed on the 14 October 2014, at $3.65/share.

More below the fold.


Regis Healthcare (REG AU): Potential New Home For The Old

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.

<p><a href="https://www.smartkarma.com/entities/regis-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:2086:1" rel="noopener">Regis Healthcare (REG AU)</a> is one of the largest providers of residential aged care in Australia. Regis revealed a non-binding indicative offer from Washington H. Soul Pattinson and Company (WHSP) and Bryan Dorman, Regis' co-founder. The indicative offer of A$1.85 per share is a 25% premium to the last close price. The offer includes both cash and scrip alternatives, the scrip being shares in a newly incorporated acquisition entity.</p><p>The aged care industry has been hard hit by ongoing funding challenges, the impact of the extended Royal Commission and the COVID-19 pandemic. The depressed share price of three main listed players Regis, <a href="https://www.smartkarma.com/entities/estia-health-ltd" target="_blank" data-smartkarma-citation="entities:77:1" rel="noopener">Estia Health (EHE AU)</a> and <a href="https://www.smartkarma.com/entities/japara-healthcare-ltd" target="_blank" data-smartkarma-citation="entities:14760:1" rel="noopener">Japara Healthcare (JHC AU)</a> has resulted in rumours about potential suitors.</p><div class="content-highlight"><p>We think that indicative offer is opportunistic and is particularly unattractive for long-term shareholders. However, a rival bidder emerging is low due to Bryan Dorman’s presence in the consortium. Nevertheless, this non-binding indicative offer lays a marker for the intrinsic value of the shares and gives the Board an opportunity to negotiate a bump. </p></div>

Regis Healthcare (REG AU) is one of the largest providers of residential aged care in Australia. Regis revealed a non-binding indicative offer from Washington H. Soul Pattinson and Company (WHSP) and Bryan Dorman, Regis' co-founder. The indicative offer of A$1.85 per share is a 25% premium to the last close price. The offer includes both cash and scrip alternatives, the scrip being shares in a newly incorporated acquisition entity.The aged care industry has been hard hit by ongoing funding challenges, the impact of the extended Royal Commission and the COVID-19 pandemic. The depressed share price of three main listed players Regis, Estia Health (EHE AU) and Japara Healthcare (JHC AU) has resulted in rumours about potential suitors.We think that indicative offer is opportunistic and is particularly unattractive for long-term shareholders. However, a rival bidder emerging is low due to Bryan Dorman’s presence in the consortium. Nevertheless, this non-binding indicative offer lays a marker for the intrinsic value of the shares and gives the Board an opportunity to negotiate a bump. 

Regis Healthcare Gets a Non-Binding Indicative Offer

Australia

Estia Health Limited provides aged care services. The Company operates a network of retirement homes, providing housing, nursing, food preparation, community building, and related services. Estia Health serves residents throughout Victoria, Australia.

Paragon Care Ltd. is a medical equipment company. The Company provides medical equipment and consumables to the healthcare market. Paragon Care provides medical equipment to customers in Aged Care, Hospital and Acute Care, Primary Care, Ophthalmic/Optometry, Medical Aesthetics, and Materials Handling.

Sigma Healthcare Limited wholesales and distributes pharmaceutical products. The Company offers prescription, over-the-counter, and generic drugs. Sigma Healthcare serves customers in Australia.

Integral Diagnostics Limited provides medical diagnostics services. The Company offers pathology and molecular diagnostics, genetics testing, and basic radiology services. Integral Diagnostics operates throughout Australia.

Pacific Smiles Group Limited owns and operates dental centers. The Company's centers provide preventative care, diagnosis and treatment for patients with a broad range of dental care requirements.

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.

Apiam Animal Health Limited operates as a veterinary practice and products supplier. The Company practices across the pig, dairy, feedlot, sheep, equine, and companion animal sectors. Apiam Animal Health has headquarters in Australia.

Nanosonics Limited is a life science company.  The Company researches, develops, and commercializes a range of disinfection and sterilization technologies that are utilized for infection control and decontamination.

Asian American Medical Group Ltd operates centers that provide treatment for liver diseases in adults and children.

ICSGlobal Limited provides a variety of IT and Internet related consulting services to corporations and government clients in over 30 countries.  The Group supplies its services to a number of industries, including those covering the manufacturing, aviation, banking, property, health, retail, transportation, mining and media sectors.

Owens & Minor, Inc. distributes medical/surgical supplies throughout the United States.  The Company's customers include hospitals, integrated healthcare systems, and group purchasing organizations.  Owens & Minor also provides services in supply chain management, logistics, and technology.

Chularat Hospital PCL owns medical centers and hospitals. The Company operates a variety of centers specializing in treatments such as hand surgery, open heart surgery, and strokes as well as providing emergency services and patient care. Chularat Hospital serves the medial industry throughout Thailand.

Vibhavadi Medical Center Public Company Limited owns and operates the Vibhavadi Hospital. Located in Bangkok, the Hospital provides full range of medical services.

H.U. Group Holdings Inc. provides health care testing services. The Company provides contract clinical testing and clinical laboratory drug services for cancer, malignant tumor, hypothyroidism, diabetes, and infectious diseases. H.U. Group Holdings also conducts sterilization related business.

Shenzhen Neptunus Bioengineering Co., Ltd. develops, manufactures, and markets biochemical pharmaceuticals, biological products, traditional Chinese medicines, and healthcare products.  Through its subsidiaries, the Company also manufactures food.

Searainbow Holding Corp., produces chemical fibers and other textile products. The company, through its subsidiaries, also provides medical e-commerce and on-line games.

Nanjing Pharmaceutical Co. Ltd. distributes a broad range of drugs. The Company also manufactures medicines,medical apparatus, chemical reagents, and glassware.

Korian SA operates healthcare facilities, medical establishments.  The Company's facilities include retirement homes and rehabilitation centers. Korian is based in France.

Rhoen-Klinikum AG operates general, rehabilitation, and emergency health care facilities which offer inpatient and outpatient medical care to various communities in Germany.  These clinics and hospitals offer cardiological, surgical, psychiatric, neurological and neurosurgical, orthopedic, addiction treatment, and physical therapy services.

CVS Group PLC provides animal veterinary and related services. The Company sells animal medicines and a range of pet products directly to consumers. CVS Group operates throughout the United Kingdom.

Regis Healthcare Limited is a treatment program that offers Family Therapy, Clinical Psychology, Education and Occupational Therapy.

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