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Pacific Smiles Group (ASX:PSQ) has entered into an agreement with NDC BidCo Pty Ltd, a subsidiary of NDC HoldCo Pty Ltd, to be acquired by NDC. Under the agreement, NDC will purchase all shares of Pacific Smiles at $1.90 cash per share.
The acquisition, however, is subject to various conditions, including shareholder and court approval.
The Scheme Implementation Deed outlines the conditions that must be met for the acquisition to proceed, including shareholder and court approval, as well as a positive conclusion from an Independent Expert. If any delays occur due to government rulings against NDC or Crescent Capital Partners Management Pty Limited, a ticking fee of one cent per share per month will be applied until the issue is resolved.
Despite these changes, the Board of Pacific Smiles still unanimously recommends that shareholders vote in favor of the acquisition. Directors are committed to voting in favor of the Scheme, provided no better offer emerges, and the Independent Expert remains supportive of the acquisition.
PSQ has been trading at $1.90.
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