Abano Healthcare Group Limited completed the acquisition of 84% stake in 1300SMILES Limited from Daryl Shane Holmes, Golden Arch Pty Ltd, Ellerston Capital Limited and others for approximately AUD 120 million.
The Scheme is subject to certain conditions including 1300Smiles shareholder approvals, court approval, Australian Foreign Investment Review Board approval, approval under Foreign Acquisitions and Takeovers Act 1975, approval of Australian Competition and Consumer Commission, approval of Australian Securities and Investments Commission, approval of ASX, the Founder Shareholders electing to retain 26.2% of their shares, no Material Adverse Effect or 1300 Smiles Prescribed Events occurring, certain change of control consents being obtained and other conditions precedent which are customary for comparable transactions of this size and type. The Scheme is not subject to a financing condition. 1300SMILES' Independent Board Committee (IBC) considers the proposed Scheme to be in the best interests of shareholders. Based on the advise from Grant Thornton, 1300Smiles' IBC unanimously recommends shareholders vote in favour of the Scheme and each independent director comprising the IBC intends to vote all of the shares that they hold in favour of the Scheme; and the Founder Shareholders intend to vote their shares in favour of the Scheme. Ellerston Capital Limited n intends to vote in favour of the scheme. IBC is comprising of 1300SMILES Independent Chairman, Robert Jones and Independent Director, Jason Smith.
As on October 12, 2021, The General Scheme Meeting and Scheme Meetings are scheduled on November 12, 2021. As on November 12, 2021, transaction is approved by the shareholders of 1300 Smiles. As of November 17, 2021, Federal Court of Australia made orders approving the scheme and it became effective. The suspension is requested in order to facilitate the implementation of the Scheme. The scheme will be effective on November 18, 2021 and implemented on December 1, 2021. As on November 17, 2021, This is currently expected to occur at close of trading on or around December 2, 2021. It is expected that 1300 Smiles will apply for the termination of the quotation of 1300 Smiles Shares on the ASX and its removal from the Official List of the ASX in due course.
End date of the Scheme is March 31, 2022. Grant Thornton Corporate Finance, LLC acted as an independent expert to IBC of 1300SMILES. Flagstaff Partners Pty Ltd acted as financial advisor and Thomson Geer and King & Wood Mallesons, Australia Branch acted as legal advisors to 1300SMILES. PKF Brisbane Audit acted as accountant and Computershare Investor Services Pty Limited acted as registrar to 1300SMILES in the deal. Morgan Stanley (NYSE:MS) acted as a financial advisor to Adams Group parent of Abano Healthcare Group Limited.
Abano Healthcare Group Limited completed the acquisition of 84% stake in 1300SMILES Limited (ASX:ONT) from Daryl Shane Holmes, Golden Arch (Qld) Pty Ltd, Ellerston Capital Limited and others for approximately AUD 120 million on December 1, 2021. A special dividend of AUD 1 was declared and paid to the shareholders of Smiles. The non founding shareholders were sent an amount of AUD 7 per share in cash and founding shareholders were sent an amount of AUD 4.52 per share in cash and 1 contingent Note.