Dental centre operator Pacific Smiles Group Ltd (ASX:PSQ) has received an off-market takeover bid from unlisted Australian company Beam Dental Bidco Pty Ltd – an associate of Genesis Capital Manager Pty Ltd, which had previously attempted a takeover in December 2023.
Beam Dental’s offer primarily revolves around a cash offer which prices Pacific Dental’s shares at $1.90 – 50 cents higher than the initial offer from Genesis, which supports the current acquisition proposal.
In addition to the cash offer based on this share price, Beam Dental also offered a scrip offer of one share in its holding company (Beam Dental Holdings, or Holdco) per Pacific Smile share, and a mixed offer of 47.5 cents cash and 0.75 Holdco shares per Pacific Smiles share.
In a statement about the favourable nature of the proposal, Genesis focused on the cash offer, saying it represented ‘a material premium relative to historical trading of Pacific Smiles shares up to 15 December 2023, being the last trading day before the announcement of Genesis Capital’s initial indicative proposal of $1.40 per Pacific Smiles share’.
Pacific Smiles had rejected the December 2023 offer from Genesis, stating that it was ‘opportunistic’ and seriously undervalued the value of the company.
While acknowledging a poor share price performance up to that point, Pacific Smiles said at the time that it was hoping this would improve with the appointment of Andrew Vidler as Managing Director earlier that month.
However, Mr Vidler announced his resignation earlier this month.
Pacific Smiles released a statement saying it would take some time to consider the offer, and added that shareholders should await a Target Statement from the company before taking any action.
Shares in Pacific Smiles rose 6.41% following the news, bringing the share price close to Beam Dental’s offer, at $1.87.