CapVest Partners LLP offers a non-binding proposal to acquire Virtus Health Limited (ASX:VRT) from Group of shareholders for approximately AUD 610 million on January 20, 2022. As of March 13, 2022, transaction implementation deed was signed. CapVest Partners is offering AUD 7.60 cash per share for Virtus shareholders. CapVest has also indicated it is willing to proceed with an alternative transaction structure which only requires acceptance by 50.1% of Virtus shareholders, such as an off-market takeover bid with a 50.1% minimum acceptance condition, offering AUD 7.50 cash per share. As on March 1, 2022, CapVest Partners LLP made a revised non-binding, conditional and indicative proposal offering AUD 7.80 cash per share (less the value of any dividends or distributions declared or paid after today, including the AUD 0.12 per share dividend declared by Virtus on February 22, 2022. The CapVest Proposal will be funded through a combination of debt and equity. CapVest's fifth fund, CapVest Fund V, will provide equity financing for the acquisition, and the remainder of the funds will be provided through third party debt facilities. Following careful consideration of both the CapVest Proposal and BGH Proposal, the Virtus Board has determined that the CapVest Proposal is attractive for shareholders and superior to the BGH Proposal. Virtus agree to pay AUD 2 million if Virtus elects not to proceed with that offer and fee can increases to AUD 4 million if the Virtus Board recommends a superior competing proposal within an agreed timeframe. As of February 24, 2022, a process deed was signed between Virtus and CapVest as per as per which they cannot enter into an agreement to effect the CapVest Proposal until March 11, 2022. As of April 11, 2022, offer price has been increased to AUD 8.15 per share.

Transaction is subject to satisfactory completion of due diligence, approval from Virtus Board recommendation and entry into an implementation deed on customary market terms acceptable to CapVest including shareholder and Court approval for the Scheme, receipt of regulatory approvals. Final CapVest Investment Committee approval is also required. As of May 11, 2022, the Virtus board unanimously recommends shareholders to vote in favour of the CapVest offer, in the absence of a superior proposal. Virtus has appointed Jefferies Australia as financial advisor, and Gilbert + Tobin as legal advisor. Ashurst acted as legal advisor to CapVest. Morgan Stanley & Co. LLC acted as a financial advisor to CapVest Partners LLP.

CapVest Partners LLP cancelled the acquisition of Virtus Health Limited (ASX:VRT) from Group of shareholders on June 3, 2022. On June 1, 2022, Virtus announced the cancellation of the Scheme Meeting to consider the Scheme proposed by Virtus whereby CapVest would acquire all of the shares in Virtus, and the Extraordinary General Meeting in connection with the CapVest Takeover. Two of the conditions to the CapVest Takeover, among others, are that the Scheme fails to be approved by the Virtus shareholders or by the court, and that the capital return resolution to be considered at the Extraordinary General Meeting receive the approval of Virtus Shareholders. These conditions cannot now be satisfied.