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Assisted reproductive services company Virtus Health (ASX: VRT) has received a non-binding takeover offer from private equity firm BGH Capital valuing the target at approximately $607 million, representing a 36 per cent premium to yesterday's closing price.
BGH has expressed interest in acquiring 100 per cent of VRT shares at $7.10 per share and has already acquired a 9.99 per cent stake, as well as entering a total return swap with UBS that has yet to settle for an option to acquire a further 10 per cent.
The proposed price is just shy of the highs reached by Virtus in August, prior to a steady decline that followed the release of its annual results later that month when Virtus reported a doubling of earnings in FY21 but noted heightened COVID-related infection controls were contributing to treatment deferrals.
In August the company also announced plans to acquire Adora Fertility from Healius (ASX: HLS) for $45 million, but that has been scuppered to date by concerns from the competition watchdog.
Virtus is one of the world's top five assisted reproductive services companies with market-leading positions in Australia, Ireland and Denmark, as well as a growing presence in Singapore and the UK.
BGH has stated its offer price will be offered to all Virtus shareholders entirely in cash, and that it also proposes to provide a cash and scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to enable them to continue their investment in Virtus.
However, BGH still needs to complete due diligence and has set the condition that for a deal to go ahead Virtus must not sell or agree to sell any material assets, and that there ought not be any material change to its prospects or financial markets, among other conditions including the unanimous support of the Virtus board.
Virtus has advised that shareholders do not need to take any action at this time, that it has commenced an assessment of BGH’s proposal, and that there is no certainty the proposal will result in a transaction.
Virtus has appointed Jefferies (Australia) Limited as financial adviser and Gilbert + Tobin as legal adviser.
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