Bupa acquires Dental Corp

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Mark Evans, executive chairman of Dental Corporation.
Mark Evans, executive chairman of Dental Corporation.

Bupa Australia Health Pty Ltd (Bupa Australia) this week announced its plan to acquire 100 per cent of the shares in Dental Corporation (Dental Corp), through a Scheme of Arrangement (Scheme) under the Corporations Act. Dental Corp’s majority shareholder Fortis Healthcare and financial investors will be entitled to receive $2.347 per share and management and dentists will be entitled to receive $0.9388 per share (representing 40 per cent of $2.347) plus three annual earn out payments over the next three years. Each of these three earn out payments will be primarily determined by reference to the adjusted EBITDA and enterprise value of Dental Corp in each of the 2014, 2015 and 2016 financial years.

The deal was settled on Sunday evening, and Dental Corp started telling shareholders on Monday morning around 11am.

In an interview with Bite, Dental Corp executive chairman Mark Evans said, “We had been talking with Bupa for a couple of months, especially when the plans for a Singapore listing of Fortis Healthcare didn’t happen as expected. While that was disappointing—because we had plans for international expansion with Fortis—for a variety of reasons it couldn’t happen, and at the same time, we always needed to find a liquidity path for our shareholders.”

The liquidity path he’s referring to includes a plan in addition to the scheme of arrangement, to cancel all outstanding Dental Corp options by way of an option scheme of arrangement in consideration for a cash payment.

The ownership structure of Dental Corp at present is roughly 60 per cent Fortis, 10 per cent financial investors, 10 per cent management and 20 per cent with the dentists. The deal is for Fortis and the financial investors to have their stakes purchased outright, with the dentists getting the equivalent of 40 per cent of their shareholding with the rest paid out over three years.

Evans was keen to stress that the new ownership structure would not change the Dental Corp business model—instead, he said, “it is completely about health care delivery and that’s the part of Bupa we’re dealing with.”

While many Australians are familiar with Bupa as an insurance company, Evans points out that around the world it is a major healthcare provider, with the majority of its interests in aged care and dental care. “This deal will make them one of the largest providers of dental care in the world,” Evans said.

Bupa and Dental Corp also propose Dental Corp’s board has unanimously recommended that Dental Corp shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the independent expert concluding that the Scheme is in the best interest of Dental Corp shareholders. Subject to those same qualifications, each Dental Corp director intends to vote all Dental Corp securities held or controlled by them in favour of the Scheme and the Option Scheme. Dental Corp’s majority shareholder, Fortis Healthcare Australia Pty Ltd (Fortis), also intends to support the proposal.

Bupa Australia and Dental Corp have entered into a scheme implementation deed. A copy of the scheme implementation deed is available on Dental Corp’s website at www.dentalcorp.com.au. The scheme implementation deed contains a mutual reimbursement fee regime and also contains certain exclusivity arrangements in Bupa Australia’s favour, as well as provisions relating to board appointments, termination rights and the full terms of the conditions of the Scheme.

Bupa Australia and New Zealand Managing Director, Dean Holden, said the acquisition would strengthen Bupa’s existing healthcare offering which already included private health insurance, aged care, health coaching, optical outlets and corporate health services.

“Bupa is excited by this acquisition and we look forward to working in partnership with Dental Corporation’s senior management team and dentists to continue to build on their track record of growth and success,” Mr Holden said.

“This deal supports Bupa’s purpose of our customers living longer, healthier, happier lives. It also assists in Bupa’s aim globally to be a healthcare partner to many more people around the world,” he said.

The Scheme Meetings and the Option Scheme Meeting are expected to be held in late March 2013. Subject to the approval of the Scheme and the Option Scheme by security holders and the court and the timely satisfaction (or waiver) of the remaining conditions, Dental Corp expects the Scheme and the Option Scheme to be completed around late March 2013.

 

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