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Full Takeover Offer For Abano Healthcare Opens

Crescent Capital Partners’ Full Takeover Offer For Abano Healthcare Opens

Offer allows Abano shareholders to capture a substantial premium

Auckland, NZ (December 19, 2007): The full takeover offer by Crescent Capital Partners Limited (Crescent) for all of the shares in Abano Healthcare Group Limited (Abano) is now open, with offer documents being mailed to shareholders today.

Crescent’s full cash offer of $5.20 per share represents a premium of 53 percent to the closing share price of Abano prior to the announcement of the partial takeover by Masthead Portfolios Limited (Masthead) and is higher than any share price achieved by Abano despite all the takeover activity, and with the market fully informed about the company’s projections.

“Our full cash offer of $5.20 per share provides shareholders with the opportunity to substantially capture the full value of Abano’s long term projections right now rather than be exposed to the risk of Abano not achieving these future performance targets,” said Michael Alscher, Executive Director of Crescent Capital Partners. “We believe those projections are very optimistic. In our view they are not based on a realistic assessment of the market here or in Australia.”

“Since announcing our intention to make an offer, Masthead’s partial takeover offer has lapsed and no other offer has been forthcoming. We have already obtained a 10.9% stake in Abano from RotoruaTrust and based on extremely positive market feedback, we expect a strong take-up of our offer from shareholders.”

Mr Alscher also noted that the NZX50 index had fallen 8.5 percent since the release by Abano of its Target Company Statement responding to the Masthead offer and that the outlook was not good for Abano shareholders if the Crescent offer was not successful.

“Prior to our offer being announced, Abano’s share price appeared to be falling and had dropped to levels as low as $4.65. However even at this level the share price will have included a premium relating to the Masthead offer and speculation around the likelihood of another offer being presented to the market. Looking ahead, shareholders will be exposed to the prospect of a material fall in the value of their shares if our offer is not successful and no other offer is forthcoming.”

With Crescent currently holding a 10.9 percent stake in Abano, another full offer is unlikely.

“We encourage shareholders to sell into our offer early as we believe our offer is compelling and that no better offer will eventuate in the foreseeable future. Shareholders can also be reassured by the provision of a withdrawal clause within our offer which allows shareholders to withdraw their acceptance in the event of a higher full offer being made for Abano,” said Alscher.

“The offer will enable most shareholders to crystallise a substantial profit and, as it is a full takeover offer, will also allow shareholders to capture the full control premium on their total shareholding.”

The Abano Board has already acknowledged that although they were not prepared to recommend the offer, it was potentially at a level which Abano shareholders may find attractive and that it would be up to Abano shareholders to decide on the merits. Shareholders can expect to receive a Target Company Statement shortly after Christmas.

Crescent will pay broker handling fees in connection with its takeover offer for Abano Healthcare Group Limited.


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