FREEHILLS is acting for DCA Group on another health company purchase, this time a proposed buy-out by global private equity firm CVC via scheme of arrangement.
DCA announced last week that CVC Asia Pacific and CVC Capital Partners had made a cash offer of $3.50 per share, less any dividend paid prior to or on implementation of the scheme. The offer values DCA at $2.7 billion.
DCA is a healthcare company specialising in diagnostic imaging and residential aged care.
Freehills’ lead partner on the deal, Leon Pasternak, said the firm had been engaged by DCA earlier this month after the company received several bids for DCA.
“Essentially the work involved arranging [things like] due diligence, working out what would be the best structure for shareholders, and then preparing documents like the scheme implementation agreement,” he said.
He said there was perhaps some degree of “opportunism” in the increased activity in the M&A market, with media and health stocks in particular losing value in a recent market correction.
In future, though, a range of other factors would maintain a high degree of activity M&A, including in energy and resources, and possible changes to media ownership laws.
If there is no better offer, the DCA board and directors have unanimously agreed to vote in favour of the offer.
CVC’s offer is 37 per cent above the volume weighted average share price of DCA in the three months to 8 September.
“Taking into account the strategic and operational alternatives for DCA, the independent non-executive directors of DCA … consider the offer delivers greater value than is likely to be achieved through the performance of DCA’s share price within the foreseeable future in the absence of the offer,” said DCA chairman, Robert Purves.
Acceptance of the offer is subject to shareholder agreement, as well as approval of the scheme by a court, the Australian Securities and Investments Commission, the Foreign Investment Review Board and the NZ Overseas Investment Office. Freehills’ team also includes corporate lawyers Philip Podzebenko and Richard Slah.