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- Healius (HLS) is dealt a blow as the Takeovers Panel decides against conducting proceedings over Australian Clinical Labs’ (ACL) off-market proposal last month
- Healius, Australia’s second-largest pathology provider, says there are “a number of deficiencies” contained within the ACL offer
- As such, Healius wrote to the Takeovers Panel, which didn’t hold the same view and declined to conduct proceedings
- The decision removes a hurdle for one of the year’s biggest deals, which would see forces merged to become Australia’s leading pathology provider
- HLS shares closed 1.92 per cent lower at $3.07 on Monday afternoon, while shares in ACL closed 1.13 per cent lower at $3.49
Healius (HLS) has been dealt a blow as the Takeovers Panel announced its decision against conducting proceedings over Australian Clinical Labs’ (ACL) takeover bid last month.
In March, ACL made an off-market takeover bid to acquire Healius, but the nation’s second-largest pathology provider said there were “a number of deficiencies” contained within the offer.
The proposed deal meant HLS shareholders would receive 0.74 ACL shares for every Healius share they owned.
If successful, ACL would join forces with Healius to create the largest pathology provider in Australia by combining both its pathology and imaging services to enhance scale and profitability.
However, the proposed offer included 25 conditions and required unconditional ACCC approval and a 90 per cent minimum acceptance condition.
Healius majority shareholders Perpetual Investment Management and Tanarra Capital weren’t impressed by the deal.
Perpetual, which holds a 12.4 per cent interest in Healius, said the deal was “unattractive”.
John Wylie’s Tannara Capital, which holds a 7.8 per cent interest in HLS, was in a similar position.
He backed up Healius’ stance on the offer that it was “overly restrictive” and the offer spanned an “unusually long” time. The offer lasts for six months.
Healius informed its shareholders at the time that it had written to the Takeovers Panel to address the deficiencies in the offer.
But the Takeovers Panel has now laid down its verdict, declining to conduct proceedings.
The Panel said it was satisfied its concerns were sufficiently addressed in the Replacement Bidder’s Statement (RBS) and considered that other requests made by Healius could be addressed in the Target’s Statement.
It concluded that there was no reasonable prospect that it would make a declaration of unacceptable circumstances.
The latest announcement removes a key hurdle in one of the nation’s biggest takeover offers of the year.
HLS shares closed 1.92 per cent lower at $3.07 on Monday afternoon, while shares in ACL closed 1.13 per cent lower at $3.49.
