The board of Brisbane-based allied health company Healthia (ASX: HLA) has unanimously recommended shareholders accept a $252 million takeover offer connected to Pacific Equity Partners (PEP), representing an 84.6 per cent premium to yesterday's closing price.
The $1.80 per share offer falls well short of highs of $2.37 achieved in late 2021, but before today's announcement the HLA shares were languishing below their 2018 prospectus level of $1, despite revenue more than tripling for the acquisitive group since its first year as a listed company.
When Healthia first listed on the ASX to raise $26.8 million, it was only valued at $63 million.
Revealed this morning, Healthia's FY23 net profit after tax and amortisation (NPATA) of $6.6 million signifies a 290 per cent improvement on the previous year, but is only just above FY19 levels for the group that has been on a rollercoaster ride since the pandemic began and has even seen recent performance impacted by staff absenteeism due to spikes in COVID and the flu.
Healthia has entered into a scheme implementation deed (SID) with Harold BidCo, an entity owned by funds advised by Sydney-headquartered Pacific Equity Partners, to sell 100 per cent of the company with shareholders entitled to a mix of cash and scrip considerations.
The board unanimously recommends shareholders accept the buyout, provided no superior offer is received and subject to the conclusions of an independent expert.
Major shareholders MA Financial Group (ASX: MAF), Wilson Asset Management and Regal Funds Management, which have a combined stake of 26.8 per cent, have advised of their intentions to vote in favour of the scheme with the same conditions as the board has advised.
"The Healthia board has unanimously concluded that the scheme represents a very attractive outcome for our shareholders, clinic partners, patients, clinicians and team members," says Healthia chairman Dr Glen Richards.
"In the Healthia board’s view, the all-cash price at a significant premium to Healthia’s recent share price reflects the inherent value of Healthia’s business operations, national platform and growth strategy in Australia and New Zealand.
"Under the scheme, there will be no change to Healthia’s clinic class shareholder model and clinic class shareholders will continue to hold those shares."
Dr Richards, a veterinary physician who also founded leading pet care company Greencross, emphasises Healthia's clinic class share model forms an important part of the group's clinic-led business model and clinician retention program, which is supported by Healthia’s head office support team and functions.
"I am delighted that PEP shares the same vision and approach to Healthia as it relates to clinical excellence and ongoing support of our clinic class shareholder model," he says.
"In addition, the scheme is a positive development for Healthia’s senior management and team members who will continue to be led by CEO Wes Coote.
"We believe that with PEP’s backing there will be increased avenues to expand Healthia’s presence in its target markets and verticals, offering our team members further career progression and growth opportunities.
"Under the transaction, a number of directors and key management personnel will maintain an ongoing equity interest in Healthia, on the same terms available to other shareholders under the scheme, demonstrating their ongoing confidence in the future of this business under PEP ownership."
Healthia shareholders will be able to vote on the scheme at a meeting expected to take place in late November.
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