The board of Adelaide-based SILK Laser Australia (ASX: SLA) has unanimously recommended shareholders vote in favour of a $179 million takeover from Wesfarmers (ASX: WES) subsidiary Australian Pharmaceutical Industries (API), representing a 38.4 per cent premium since a bidding war began in April.
API, which also owns the pharmacy chain Priceline, originally offered $3.15 per share to acquire all of SILK, but around a month later Hong Kong-based EC Healthcare raised the stakes to $3.35 per share.
This offer from EC Healthcare was deemed superior by SILK's board. Even though API failed to meet a 30 May deadline to exercise its matching rights, it noted due diligence investigations were ongoing.
Fast forward another month and today API - also described as Wesfarmers Health - is on top, and described by SILK chairman Boris Bosnich as a "logical, long-term owner" with "expertise and capacity to support continued growth for SILK and its franchise partners".
"The API offer provides certainty for shareholders, and we have been pleased with the alignment between the businesses seen through due diligence," Bosnich said.
The two parties have entered a scheme implementation deed (SID), which allows for the payment of a fully-franked dividend of up to 10 cents per share (cps) with the cash consideration to be reduced accordingly.
Wesfarmers Health managing director Emily Amos said the acquisition would complement the division's existing Clear Skincare Clinics, providing scale and efficiency benefits through an expanded presence in the attractive and growing market for aesthetics products and services.
"Wesfarmers Health's acquisition of SILK would provide SILK franchisees and business owners with the benefits associated with being part of a broader healthcare, wellness and beauty network and access to capital to support future growth," Amos said.
"The due diligence process highlighted strong operational and cultural alignment between our businesses, and should the scheme be successful we look forward to working with the SILK team and SILK's franchise partners to support their customers and deliver continued growth."
The scheme is due for a shareholder vote in October, and is also subject to competition regulator approvals in Australia and New Zealand.
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