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Bupa makes healthy acquisition
Do lawyers have ‘agility anxiety’?:

Bupa makes healthy acquisition

Minter Ellison and Herbert Smith Freehills have advised on Bupa’s plans to acquire Dental Corporation.

Firms: Minter Ellison (Dental Corporation Holdings Limited); Herbert Smith Freehills (Bupa)

Deal: Bupa Australia Health Pty Ltd has announced plans to acquire 100 per cent of the shares and options in Dental Corporation Holdings Limited through a scheme of arrangement

Area: Health

Value: $374 million, plus earn-out rights related to performance.

Key players: Partners Tim Watkin and Alberto Colla led the Minters team. Bradley Russell and Andrew Rich led for HSF.

Deal significance: Dental Corporation is Australia and New Zealand’s largest dental group, comprising 190 clinics and more than 560 dentists. It also has a substantial interest in Dental Corporation of Canada Inc, which operates 25 practices in Canada.

Financial investors, including Fortis Healthcare Australia Pty Ltd (Dental Corp's largest shareholder), will be entitled to receive $2.347 per share.

Senior management, principal vendor dentists and these associate shareholders will be entitled to receive an initial cash payment (40% of $2.347), plus the potential three annual earn-out payments over the next three years. Each of the three earn-out payments will be determined primarily by reference to the adjusted EBITDA and enterprise value of Dental Corporation in each of the 2014, 2015 and 2016 financial years.

The acquisition should be concluded by April 2013 and is subject to regulatory and shareholder approvals.

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