Australia's second-largest private hospital operator, Healthscope, has announced it will be recommending to shareholders a cash offer of $6.26 per share from private equity groups TPG Capital and Carlyle Group, valuing the company at $2.7 billion.
Minter Ellison is acting for Healthscope and Freehills is acting for TPG and Carlyle.
The deal will be done via a scheme of arrangement, with a requirement that 75 per cent of shares be voted in favour.
If approved, TPG's and Carlyle's acquisition will be the largest private equity buy-out in Australia - subject to Foreign Investment Review Board approval - and it is expected to be completed by the end of the year.
According to Minter Ellison, the recommended offer was the culmination of a hard fought bidding war between numerous private equity groups which caused the transaction dynamics and strategies to change regularly and quickly.
Healthscope negotiated extra certainty by establishing a 'reverse break fee' agreement that would force the private equity bidders to pay $30 million if the deal falls through.
The Minter Ellison team was led by Bart Oude-Vrielink in conjunction with John Steven, Alberto Colla, Ben Liu, Peter Block, David Eterovic and Adrian Varasso.
Healthscope operates 43 private hospitals, and owns medical clinics and pathology services throughout Australia, New Zealand and south-east Asia.