Shareholders of the ASX-listed provider, one of Australia’s larger aged care operators with 73 homes in SA, VIC, NSW and QLD, have voted in favour of its sale to the Boston-based private equity firm.
Estia Health Chairman Dr Gary Weiss (pictured below) told this morning’s meeting of shareholders that the Independent Expert, Kroll Australia, has concluded that Bain Capital’s proposal is “fair and reasonable and therefore in the best interests of Estia Health Shareholders, in the absence of a superior proposal”.
Bain Capital, trading as Firebird BidCo, will buy all Estia Health shares for $3.08 per share. The final price is calculated on Bain Capital’s offer of $3.20 per share announced to the ASX on Monday, 7 August, less the amount of the final fully franked ordinary dividend of $0.12 per share, paid by Estia Health on 15 September, which included the additional benefit to eligible Estia Health shareholders of approximately $0.05 per share in franking credits.
Kroll Australia assessed the value of an Estia Health Share on a 100% controlling basis to be in the range of $2.83 to $3.21 per share.
The shareholders' vote was 99.74% in favour of the bid. Estia Health’s three main shareholders are Wilson Asset Management (International), Milford Asset Management, and DWS Investment.
The takeover is subject to approval by the foreign investment review board. It is expected that Estia Health's ordinary shares will be suspended from trading on the ASX from close of trading on Wednesday, 6 December, and the Scheme will then be implemented on Friday, 15 December.
Estia Health has a market capitalisation of $792.57 million.
Bain Capital’s purchase leaves Regis Healthcare as the only aged care provider on the ASX.
