Pacific Smiles Group has announced that it has entered into a Scheme Implementation Deed (SID) with NDC BidCo, a wholly owned subsidiary of NDC HoldCo which operates the National Dental Care centres (NDC).
Under the terms of the SID, NDC agrees to acquire 100% of the shares in Pacific Smiles by way of scheme of arrangement for cash consideration of $1.90 cash per share, subject to all applicable conditions being satisfied or waived. NDC is a portfolio company managed by Crescent Capital Partners Management.
According to the announcement, Pacific Smiles will have the discretion to pay shareholders a fully franked dividend of up to a maximum of 12 cents per share, with the cash consideration of $1.90 per share under the Scheme to be reduced by the amount of any such permitted dividend.
It remains at the discretion of the Pacific Smiles Board whether any permitted dividend is ultimately declared and paid. Any such permitted dividend will be considered by the Pacific Smiles Board prior to implementation of the scheme.
The board of Pacific Smiles unanimously recommends shareholders vote in favour of the scheme at the scheme meeting, and the directors will vote all Pacific Smiles shares in which they have a relevant interest or which they control in favour of the Scheme at the Scheme meeting.
Pacific Smiles is a Australian branded dental group, currently operating over 120 dental centres. Pacific Smiles owns and operates the Pacific Smiles Dental and nib Dental Care centres across the East Coast of Australia with over 800 dentists, assisted by more than 1600 support staff, attend over 1 million patient appointments at Pacific Smiles centres each year.
NDC is an Australia-wide network of 88 dental practices. Since being founded in 2013, NDC has focused on providing clinicians with the right equipment, training and support to allow them to provide outstanding patient care.
According to the announcement, the Pacific Smiles board considers that NDC’s offer pursuant to the SID provides an attractive premium for Pacific Smiles shareholders, with the cash consideration of $1.90 per share.
This update comes after a revised, non-binding indicative proposal for the acquisition of all of the shares in Pacific Smiles at an offer price of $1.75 in cash per share by Genesis Capital on 19 Mar 2024.
The announcement added that the board of Pacific Smiles is focused on maximising shareholder outcomes, and after careful consideration and having received advice from its legal and financial advisers, has determined NDC’s binding proposal, reflected in the SID is a superior proposal to the Genesis Capital Revised Indicative Proposal.
The scheme, if approved by Pacific Smiles shareholders, is expected to be implemented in August 2024. In the event that FIRB approval is delayed beyond 27 Sep 2024, a ticking fee of one cent per share per month will accrue after each full calendar month until Foreign Investment Review Board (FIRB) approval is obtained.
Pacific Smiles will appoint an Independent Expert to prepare an Independent Expert’s Report opining on whether the Scheme is in the best interests of Pacific Smiles shareholders.
Related: Salcon Smile to acquire 70% stake in SPH Dental
