Shareholders of Estia Health Limited, an Australian aged care provider, have overwhelmingly approved a takeover bid by Firebird BidCo Pty Ltd, a subsidiary of private equity firm Bain Capital, LP. The endorsement came during a meeting where 99.74% of the votes cast were in favor of the acquisition at a final offer price of $3.08 per share.
The approval follows a proposal made by Firebird BidCo on Monday, August 7, to acquire Estia Health at $3.20 per share. The deal underwent subsequent adjustments leading to the approved offer price, which includes a $0.12 per share dividend and additional franking credits worth approximately $0.05 per share for qualifying shareholders.
Kroll Australia Pty Ltd, acting as the Independent Expert during the shareholder meeting, assessed the transaction and declared it fair and reasonable. According to Kroll's evaluation, Estia Health shares range between $2.83 and $3.21 each on a full controlling interest basis, supporting the agreed-upon sale price.
The acquisition is part of a strategic move that will result in Estia Health's removal from the Australian Securities Exchange (ASX), with trading expected to be suspended from Wednesday, December 6. The finalization of the takeover is scheduled for Friday, December 15, pending approval from the New South Wales Supreme Court and regulatory clearance from the foreign investment review board.
Estia Health operates 73 aged care homes across South Australia, Victoria, New South Wales, and Queensland and has a market capitalization of approximately $792.57 million. Once the transaction is complete, Regis (NYSE:RGS) Healthcare will stand as the only listed aged care provider on the ASX.
The transaction received significant backing from institutional shareholders including Wilson Asset Management (International), Milford Asset Management, and DWS Investment. With such strong support from shareholders and an independent certification of fairness, the path is now clear for Bain Capital to integrate Estia Health into its portfolio of healthcare investments.
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