Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>BGH has filed an <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02482688_PS-2A1354502?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">application</a> with the Takeover Panel over, inter alia, <a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> granting exclusivity to CapVest.</li>
<li>This application is similar in nature to the one filed by <a href="https://www.smartkarma.com/entities/apa-group" target="_blank" data-smartkarma-citation="entities:18658:1" rel="noopener">APA Group (APA AU)</a> last year after <a href="https://www.smartkarma.com/entities/ausnet-services" target="_blank" data-smartkarma-citation="entities:10293:1" rel="noopener">AusNet Services (AST AU)</a> granted Brookfield exclusivity in a competitive bidding stoush.</li>
<li>Virtus is currently trading at a gross spread of ~5.0% to the Scheme price, 3.6% to the Alternative Offer, and 1.8% above BGH's terms. </li>
</ul>


BGH has filed an application with the Takeover Panel over, inter alia, Virtus Health (VRT AU) granting exclusivity to CapVest.
This application is similar in nature to the one filed by APA Group (APA AU) last year after AusNet Services (AST AU) granted Brookfield exclusivity in a competitive bidding stoush.
Virtus is currently trading at a gross spread of ~5.0% to the Scheme price, 3.6% to the Alternative Offer, and 1.8% above BGH's terms. 


BGH Lodges Application With The Takeovers Panel Over CapVest's Bid for Virtus

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/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> announced an offer from CapVest comprising of A$7.60 per share via a scheme (a 7.0% premium to BGH’s A$7.10 offer) or A$7.50 via an off-market takeover. </li>
<li>CapVest’s offer is contingent on exclusivity and cost recovery protections. The Board will recommend a binding offer of at least A$7.60 via a scheme or A$7.50 via an off-market takeover.</li>
<li>Due to the healthy premium to historical multiples and share prices implied by the CapVest offer, it is likely that BGH will be hesitant to start a bidding war.    </li>
</ul>



Virtus Health (VRT AU) announced an offer from CapVest comprising of A$7.60 per share via a scheme (a 7.0% premium to BGH’s A$7.10 offer) or A$7.50 via an off-market takeover. 
CapVest’s offer is contingent on exclusivity and cost recovery protections. The Board will recommend a binding offer of at least A$7.60 via a scheme or A$7.50 via an off-market takeover.
Due to the healthy premium to historical multiples and share prices implied by the CapVest offer, it is likely that BGH will be hesitant to start a bidding war.    


Virtus Receives a Competing Offer from CapVest

<ul>
<li>UK-Based CapVest Partners is offering A$7.60/share, in cash, for <a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a>, compared to BGH Capital's bid last month of A$7.10/share. Virtus has granted exclusive due diligence. </li>
<li>CapVest's Offer is non-binding. No doubt due to BGH holding 20% of shares out, CapVest will concurrently run an alternate off-market bid with a 50.1% acceptance condition at A$7.50/share. </li>
<li>At a ~5% spread to the indicative Scheme terms, I would look to get involved. </li>
</ul>


UK-Based CapVest Partners is offering A$7.60/share, in cash, for Virtus Health (VRT AU), compared to BGH Capital's bid last month of A$7.10/share. Virtus has granted exclusive due diligence. 
CapVest's Offer is non-binding. No doubt due to BGH holding 20% of shares out, CapVest will concurrently run an alternate off-market bid with a 50.1% acceptance condition at A$7.50/share. 
At a ~5% spread to the indicative Scheme terms, I would look to get involved. 


Virtus Health (VRT AU): CapVest's Bid Edges BGH Capital

<ul>
<li>BGH Capital has lobbed a non-binding A$7.10 cash per share offer. The offer price represents a 36.3% premium to the unaffected price of A$5.21 (13 December).</li>
<li>On 13 December, BGH Capital acquired a 9.99% stake at A$7.10 per share and has entered into a swap deal for another 10.00% stake. </li>
<li>We think that the offer is reasonable in the context of historical share prices and multiples. At the last close price of A$6.70, the gross spread is 6.0%.</li>
</ul>


BGH Capital has lobbed a non-binding A$7.10 cash per share offer. The offer price represents a 36.3% premium to the unaffected price of A$5.21 (13 December).
On 13 December, BGH Capital acquired a 9.99% stake at A$7.10 per share and has entered into a swap deal for another 10.00% stake. 
We think that the offer is reasonable in the context of historical share prices and multiples. At the last close price of A$6.70, the gross spread is 6.0%.


Virtus Receives a A$7.10 Per Share Offer from BGH Capital

<ul>
<li>
<a href="https://www.smartkarma.com/entities/virtus-health-ltd" target="_blank" data-smartkarma-citation="entities:14776:1" rel="noopener">Virtus Health (VRT AU)</a> has <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02466357-2A1345825?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a> an unsolicited, non-binding Offer from BGH Capital, by way of a Scheme, at A$7.10/share, in cash, a 36% premium to last close.</li>
<li>BHH is also proposing a cash/scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to continue their investment in Virtus.</li>
<li>The Offer arrives after the ACCC sought an order from the Federal Court preventing the proposed acquisition of Adora Fertility and three day hospitals from <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>.</li>
</ul>



Virtus Health (VRT AU) has announced an unsolicited, non-binding Offer from BGH Capital, by way of a Scheme, at A$7.10/share, in cash, a 36% premium to last close.
BHH is also proposing a cash/scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to continue their investment in Virtus.
The Offer arrives after the ACCC sought an order from the Federal Court preventing the proposed acquisition of Adora Fertility and three day hospitals from Healius (HLS AU).


Virtus Health (VRT AU): BGH Capital's Non-Binding Proposal

Australia

Virtus Health Limited provides health care services. The Company offers clinical, scientific, diagnostic services, and day surgery for reproductive and fertility health care. Virtus Health serves patients and operates reproductive health and fertility clinics throughout eastern Australia.

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Virtus Health (VRT AU)

BGH Lodges Application With The Takeovers Panel Over CapVest's Bid for Virtus

Both proposals (BGH and CapVest's) are indicative - for now. Trading at a gross spread of ~5.0% to the Scheme price, 3.6% to the Alternative Offer,...

David Blennerhassett

Virtus Receives a Competing Offer from CapVest

CapVest's offer comprises A$7.60 via a scheme (7.0% premium to BGH’s A$7.10 offer) or A$7.50 via an off-market takeover. Due to the healthy...

Arun George