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Austron makes partial takeover offer for Wakefield Health
Private and confidential
DRAFT 2307
v1
Austron Limited announces partial takeover
offer for 50.01 per cent of Wakefield Health
Limited
Austron Limited (Austron), a joint venture
entity owned by the two principal shareholders of Wakefield
Health Limited (Wakefield), has today sent to the Directors
of the private healthcare provider a notice of partial
takeover offer for 50.01 per cent of the voting securities
at $6.00 per share.
The all-cash offer represents a
premium of 25 per cent to the closing price on the NZX on 24
July 2012 of Wakefield’s shares.
Austron is a
company equally controlled by Royston Hospital Trust Board
and Medusa Limited, a subsidiary of Masthead Holdings
Limited.
Royston and Medusa have already agreed to
accept Austron’s offer for their respective 19.99 per cent
holdings in Wakefield. In addition, AMP Capital Investors
(New Zealand) Limited (AMP) has agreed to procure the
acceptance of the offer in respect of 862,988 shares in
Wakefield (approximately 5 per cent) plus sufficient further
shares to ensure the partial offer is successful. AMP
currently controls 15.71 per cent of Wakefield’s
shares.
Austron’s agreements with Royston, Medusa
and AMP will provide that the minimum acceptance condition
is met once the formal offer is put to
shareholders.
The certainty that the offer will
succeed will not preclude all other shareholders from
participating.
All shareholders who tender up to
50.01% of their shares will have those shares accepted under
the offer.
All shareholders who tender more than
50.01% of their shares may, depending upon the total number
of shares tendered, be scaled down, but they will always
have a minimum of 50.01% of their shares accepted.
The
partial takeover offer will be despatched to all Wakefield
shareholders in accordance with the Takeovers Code, ie the
earliest the offer can be sent is 9 August
2012.
Austron has no present intention to make any
material changes to the business of Wakefield or its
subsidiaries.
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