In today’s briefing:
- Australian Clinical Labs (ACL) Lowballs an All-Stock Offer for Healius (HLS)
- Healius (HLS AU): Australian Clinical Labs (ACL AU)’s Nil-Premium Merger Needs a Rethink
- Healius: Australian Clinical Labs’ Opportunistic Merger Proposal
- Essential Metals (ESS AU): Tianqi/IGO JV Scheme Meeting on 20 April
- Essential Metals (ESS AU)’s Scheme: Shareholders To Vote On 20 April. MinRes In The Wings?
Australian Clinical Labs (ACL) Lowballs an All-Stock Offer for Healius (HLS)
- Australian Clinical Labs (ACL AU) has announced its intention to make an off-market takeover for Healius (HLS AU) offering 0.74 ACL shares for each Healius share.
- The offer represents a nil-premium merger and if successful will result in current Healius (HLS AU) shareholders owning 68% of the merged company.
- The offer is a big discount to longer-term VWAPs. We don’t expect shareholders will tender and Australian Clinical Labs (ACL AU) will need to sweeten the offer.
Healius (HLS AU): Australian Clinical Labs (ACL AU)’s Nil-Premium Merger Needs a Rethink
- Australian Clinical Labs (ACL AU) has launched an all-scrip off-market takeover offer for Healius (HLS AU) at 0.74 ACL shares for each HLS share.
- The offer is saddled with several onerous conditions which disproportionately shift the risk to HLS shareholders. The offer is long-dated as ACCC approval is expected to take six months.
- The lack of premium and unattractive deal metrics suggests a high probability of Board rejection. Nevertheless, ACL’s bid underscores HLS’s beaten-down valuation. Expect improved terms.
Healius: Australian Clinical Labs’ Opportunistic Merger Proposal
- Australian Clinical Labs (ACL AU) has announced a merger proposal for Healius (HLS AU), the completion of which would create Australia’s largest pathology provider.
- ACL is offering 0.74 new shares for each share in Healius. Healius shareholders will hold 68% of the enlarged entity, with ACL shareholders holding 32%.
- The Offer is conditional on a 90% minimum acceptance condition and regulatory approvals (ACCC and FIRB). Healius’ board is evaluating the Offer.
Essential Metals (ESS AU): Tianqi/IGO JV Scheme Meeting on 20 April
- The IE considers Tianqi Lithium (9696 HK)/IGO Ltd (IGO AU) JV’s A$0.50 offer for Essential Metals (ESS AU) to be fair and reasonable as it is higher than its A$0.283-0.468 valuation.
- Odey, the recent substantial shareholder, hoped for a competing proposal which has not materialised. On 10 March, Odey sold down 21% of its holding at A$0.48 per share.
- Barring an unlikely competing proposal, this is done. At the last close price and for the 5 May payment, the gross and annualised spread is 3.1% and 28.4%, respectively.
Essential Metals (ESS AU)’s Scheme: Shareholders To Vote On 20 April. MinRes In The Wings?
- Back on the 9th Jan, small lithium player Essential Metals (ESS AU) entered into a Scheme with Tianqi Lithium JV, comprising Tianqi (9696 HK) (51%) and IGO (IGO AU) (49%).
- The Scheme Booklet is now out, with a Scheme Meeting tabled for the 20 April. The Independent Expert reckons the Scheme Consideration is fair. FIRB is no longer required.
- This is done and has traded tight from the onset.
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