BGH Capital Fund I, a fund of BGH Capital and Ontario Teachers' Pension Plan Board entered into a scheme implementation agreement to acquire Abano Healthcare Group Limited (NZSE:ABA) from a group of investors for approximately NZD 150 million on November 11, 2019. BGH Capital and Ontario Teachers' Pension Plan will pay NZD 5.7 in cash per share under the agreement. Abano must pay BGH Capital and Ontario Teachers' Pension Plan a reimbursement amount of NZD 1.5 million if an Abano Director withdraws his or her recommendation of the scheme or recommends a competing transaction or terminates the agreement due to unremedied default by Abano or due to certain prescribed occurrences. BGH Capital and Ontario Teachers' Pension Plan must pay Abano a reimbursement amount of NZD 1.5 million if Abano terminates the agreement due to unremedied default by BGH Capital and Ontario Teachers' Pension Plan. BGH Capital Fund will hold shares which will give it a 60% economic interest Abano Healthcare Group Limited and the right to control approximately 74% of the rights relating to director appointments and removals, while OTPP will hold shares which will give it a 40% economic interest in Abano Healthcare Group Limited and the right to control approximately 26% of the rights relating to director appointments and removals. If an Abano director withdraws his or her recommendation of the Scheme, or recommends a competing transaction, or BGH Capital and Ontario Teachers' Pension Plan Board terminates the SIA due to unremedied default by Abano, or due to certain prescribed occurrences, Abano must pay BGH Capital and Ontario Teachers' Pension Plan Board a reimbursement of NZD 1.5 million. BGH Capital and Ontario Teachers' Pension Plan Board are obligated to pay Abano a reimbursement of NZD 1.5 million if Abano terminates the SIA due to unremedied default by BGH Capital and Ontario Teachers' Pension Plan Board. The scheme is subject to the approval of Abano shareholders, the New Zealand High Court, Overseas Investment Office, Australian Foreign Investment Review Board and other customary conditions. Abano shareholder approval will be sought at a special meeting of shareholders to be held on March 20, 2020. The Scheme also remains conditional on no ‘Prescribed Occurrences’, no ‘Material Adverse Change’ and no adverse regulatory intervention. Abano’s Directors unanimously recommend shareholders vote in favour of the scheme, in the absence of a superior proposal and provided that the price is within the independent advisor’s valuation range for Abano shares. Each Director intends to vote all of the Abano shares that he or she holds (directly or through associated interests) in favour of the scheme. The Australian Foreign Investment Review Board consent was granted on February 12, 2020. The High Court has granted initial orders for Abano to proceed with the Scheme of Arrangement. The Abano Board unanimously recommends that shareholders vote in favour of the Scheme absent a superior proposal. The New Zealand Overseas Investment Office has granted consent for acquiring all of the Abano shares. The key outstanding requirements for the Scheme are shareholders approval and final Court approval. As of March 20, 2020, the shareholders of Abano approved the transaction by an overwhelming majority. Abano intends to apply for termination of the official quotation of Abano Shares on the NZX Main Board from close of trading on the Implementation Date. The last day of trading in Abano shares will be 7 April 2020. The scheme is currently expected to be implemented by the end of April 2020. Implementation Date and Payment to shareholders is between April 16 and April 22, 2020. KordaMentha acted as independent advisor, Cameron Partners and Marc Rubinstein of Rothschild & Co acted as financial advisors and Andrew Harmos and Nathanael Starrenburg of Harmos Horton Lusk and Allens acted as legal advisors and Computershare Investor Services Limited acted as registrar to Abano. James Patrick Cooney of Bell Gully acted as legal advisor to BGH Capital Fund I, a fund of BGH Capital and Ontario Teachers' Pension Plan Board. Lee Horan, Dave Friedlander and Yuen-Yee Cho of King & Wood Mallesons acted as legal advisor to BGH Capital and the Ontario Teachers’ Pension Plan Board. BGH Capital Fund I, a fund of BGH Capital and Ontario Teachers' Pension Plan Board cancelled the acquisition of Abano Healthcare Group Limited (NZSE:ABA) from a group of investors on March 30, 2020. Abano Healthcare Group Limited advises that Material Adverse Change has occurred and, as a result, parties has terminated the Scheme Implementation Agreement.