Vita Group shareholders sign off on takeover from Sonic Healthcare affiliate

Vita Group shareholders sign off on takeover from Sonic Healthcare affiliate

Photo: Artisan Aesthetic Clinics, via Facebook.

An overwhelming majority of Vita Group’s (ASX: VTG) shareholders has today voted in favour of a $22.3 million takeover dealwith Practice Management Pty Ltd – a Sydney-based company with a network of medical centres connected to Sonic Healthcare (ASX: SHL).

Around 98 per cent of Vita Group’s shareholders were in favour of the 12.68cps proposal, which comprises a 6.25cps scheme consideration and an additional fully franked dividend of 6.42cps.

While the deal is still subject to court and regulatory approval, it will mark the end of an era for the Brisbane-based group, which significantly downsized operations after selling its core IT business to Telstra for $110 million in 2021.

Post transaction the company took on a new identity as a laser clinic operator, posting a $6.4 million EBITDA loss in the recent December half. The group, which owns Artisan Aesthetic Clinics, also posted a healthy cash position of $16.8 million and net assets close to $30 million.

In order for the deal to be finalised, it requires a sign-off from the Federal Court of Australia and the Australian Securities and Investments Commission (ASIC), both of which will be asked to approve the scheme on 8 June and 9 June respectively.

Once finalised, Vita Group will suspend trading on the ASX and delist from the exchange.

When the proposal was initially announced on 15 March, Vita Group’s board unanimously recommended shareholders vote in favour of the scheme.

"In arriving at this conclusion, the board, including independent directors, considered multiple factors including a view on the intrinsic value of the Artisan business keeping in mind the early stage of the business," said non-executive chair Paul Mirabelle when the proposed deal was announced two months ago.

"We believe the outcome is positive for shareholders and other stakeholders including our customers, employees, executives and suppliers in the current circumstances."

Based on documents from ASIC, Practice Management Pty Ltd shares the same office address as Sonic Healthcare. The acquirer's only two directors, Colin Goldschmidt and Christopher Wilks, are CEO and director respectively at Sonic Healthcare.

Practice Management was previously known as IPN Practice Management until a decision was made for a name change in December 2022. Another company still exists under the name IPN Medical Centres Pty Ltd, which also has Goldschmidt and Wilks among its directors, and with an ASIC record that explicitly states its ultimate holding company is Sonic Healthcare.

On its website, IPN Medical Centres states that it works with doctors, nurses and practice staff at more than 160 medical centres, providing 10 million-plus patient consultations a year supported by a network of more than 1,900 doctors.

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