31 Aug 2020

Abano board backs cut back takeover offer

2:56 pm on 31 August 2020

A takeover of the trans-Tasman dental firm Abano is back on the cards, with the board throwing its support behind a revised offer from the original suitors.

no caption

Photo: 123RF

Abano operates the Lumino and Maven dental brands.

Bidco - which is a partnership of the Australian investment firm BGH Capital and the Ontario Teachers Pension Plan - has offered a cash buyout of $4.45 a share.

It is less than its original offer of $5.70 per share, but the right for Bidco to terminate the offer if a material adverse change (MAC) occurs has been removed.

This was the reason the original offer - worth $150 million - fell over, shortly after the country went into lockdown.

Abano chief executive Richard Keys said the new deal would give shareholders greater confidence.

"Without the ability to terminate on a MAC it removes the uncertainty around this scheme completing.

"There's no termination rights for Bidco, the termination rights are in our control."

Bidco did have the right to drop the price, if the company was significantly impacted.

"Rather than a termination... the board's negotiated a number of fixed price reductions for the scheme price up to a maximum of 75 cents."

He said the board had been presented with various other options, but agreed the revised offer, and the certainty it brought, was the best option.

If shareholders did not agree to the offer the company would likely undertake a capital raising of about $50 million.

Keys said shareholders would vote at a company meeting which would likely be held in November.

The offer comes as the firm reported a full year loss of $48.7 million mostly due to writedowns in the value of the business.

Revenue was down 12 percent on last year, due to restricted trading in March, April and May, however, the company saw strong recovery in June and July.

No final dividend would be declared for 2020.