BGH Capital and Ontario Teachers' Pension Plan Board entered into a non-binding term sheet to acquire Abano Healthcare Group Limited (NZSE:ABA) for approximately NZD 140 million on July 19, 2020. BGH Capital and Ontario Teachers' Pension Plan Board entered into a new scheme implementation agreement (SIA) to acquire Abano Healthcare Group Limited (NZSE:ABA) on August 31, 2020. The scheme price is at NZD 4.45 per Abano share and subject to specified price reductions, up to a maximum of NZD 0.75 per share, if any one of a number of defined adjustment events occur, which delivers a minimum Scheme Price of NZD 3.7 per Abano share. As of October 12, 2020, the offer price has been increased to NZD 4.75 per share. As of November 11, 2020, the offer price has been increased to NZD 5.2 per share. Abano must pay BGH Capital and Ontario Teachers' Pension Plan Board a break-fee of NZD 1.2 million in certain circumstances. BGH Capital and Ontario Teachers' Pension Plan Board must pay to Abano a ‘reverse break fee’ of NZD 1.2 million if Abano terminates the SIA for material breach by BGH Capital and Ontario Teachers' Pension Plan Board. Payment of the scheme price will be made on the implementation date and post completion, Abano will be de-listed. This SIA of delisting is subject to the approval of Abano shareholders, the New Zealand High Court and other customary conditions. Abano’s Directors unanimously recommend shareholders to vote in favor of the SIA, in the absence of a superior proposal and provided that the SIA price is within the Independent Advisor’s valuation range for Abano shares. Each Abano Director who holds or controls Abano shares intends to vote all of such shares in favor of the SIA, subject to the same qualifications. Abano shareholder approval will be sought at a special meeting of shareholders likely to be held in November, 2020. As on October 19, 2020, initial court approval was received for the SIA. If shareholders approve the scheme resolution at the scheme meeting Abano will apply to the High Court for final court orders. As of November 26, 2020, Abano shareholders approved the takeover. The SIA is currently expected to be implemented before the end of December, 2020. As of November 11, 2020, transaction is expected to complete by December 22, 2020. Calibre Partners acted as independent adviser to shareholders of Abano. Rothschild & Co SCA (ENXTPA:ROTH) acted as financial advisor to Abano. Cameron Partners Ltd acted as the financial advisor to Abano Healthcare Group Limited. Jarden Securities Limited acted as financial advisor to BGH.