)
An increased bid for Pacific Smiles (ASX: PSQ) from rival suitor Genesis Capital earlier this week may have upended National Dental Care’s (NDC) plans for a $304.8 million takeover today, but it appears that NDC may yet win the race for the listed dental group.
Pacific Smiles shareholders were told today that the scheduled meeting this morning to vote on the proposal would be adjourned after NDIC upped its offer for Pacific Smiles from $1.90 to $2.05 per share – valuing the Sydney-based group at $327 million and trumping the Genesis Capital offer.
The drawn-out battle for Pacific Smiles took a turn on Tuesday when it was revealed that Genesis Capital was prepared to offer $1.90 per share to buy out the group.
While this was lower than NDC’s $1.91-per-share offer which was previously recommended by the Pacific Smiles board, Pacific Smiles yesterday determined that Genesis had presented a superior proposal based on the terms of the NDC proposal.
However, to keep its ambitions alive, NDC – which is backed by Crescent Capital Partners - has subsequently made a counteroffer of $2.05 per share while also sweetening the deal by waiving the ticking fee and including a corresponding increase to the break fee.
In adjourning today’s meeting called to vote on the earlier NDC offer, Pacific Smiles non-executive director Giselle Collins, as acting chair of proceedings, apologised for the inconvenience the adjournment had caused to shareholders who had travelled to attend.
“In order to ensure Pacific Smiles shareholders have sufficient time to consider all relevant information regarding the proposed scheme before being asked to vote at the scheme meeting, the board has decided to adjourn the scheme meeting,” says Collins.
“The board determined this counterproposal from NDC would produce a superior outcome for Pacific Smiles shareholders as a whole when compared to the outcome that would be produced by the Genesis proposal.
“Supplementary disclosure on these developments, including the reasons for the board’s decisions regarding the Genesis proposal and NDC’s counterproposal, will be provided to shareholders in due course.”
Pacific Smiles has adjourned the meeting until Thursday, 8 August at 11:30am (AEST).
“I hope you will understand that in the context of these late developments, and the directors’ duties to our shareholders, the board considers this course of action to be in the best interests of its shareholders,” says Collins.
The battle for Pacific Smiles began in December last year when Genesis lobbed an offer of $1.40 per share, which was immediately rejected by the board as undervaluing the company.
Shares in the company have benefitted from the rival takeover ambitions over the past eight months, rising from a November 2023 low of 88c to close today at $2.02.
In a trading update issued in June, Pacific Smiles forecast underlying EBITDA to land in the middle of its previous guidance range of $26 million to $28 million.
The dental group expects patient fees to fall just below the low end of the previous guidance of $293 million to between $291 million and $292 million.
Enjoyed this article?
Don't miss out on the knowledge and insights to be gained from our daily news and features.
Subscribe today to unlock unlimited access to in-depth business coverage, expert analysis, and exclusive content across all devices.
Support independent journalism and stay informed with stories that matter to you.
)
)
)
)
)
