お知らせ • Nov 04
TPG Global, LLC completed the acquisition of the remaining 82.8% stake in InvoCare Limited (ASX : IVC).
TPG Global, LLC made an unsolicited nonbinding indicative offer to acquire the remaining 82.8% stake in InvoCare Limited (ASX : IVC) for AUD 1.5 billion on march 7, 2023. TPG Global, LLC entered into scheme of arrangement to acquire the remaining 82.8% stake in InvoCare Limited for AUD 1.5 billion on August 9, 2023. Under the transaction terms, InvoCare shareholders would receive AUD 12.65 cash per, adjusted for any additional dividends or capital returns made by InvoCare before the proposed transaction is completed. As of May 15, 2023, the offer price has been increased to AUD 13.25 cash per share. TPG has also advised InvoCare that it has acquired 24,496,244 Shares of Invocare, representing ~17.8% interest in InvoCare via a combination of physical ownership and derivatives. As on March 27, 2023, the board of InvoCare recommends the shareholders take no action with respect to the offer. As per the transaction, InvoCare shareholders to receive AUD 12.70 per share in cash, inclusive of a fully franked special dividend of up to AUD 0.60 per InvoCare share, represents implied value of up to approximately AUD 12.96. As per the transaction, all cash consideration is the default consideration under the scheme however, InvoCare shareholders have the option to elect to receive one of following scrip consideration options: (1) cash consideration in respect of 75% of their InvoCare shares, plus Class B shares in Eternal Aus HoldCo Ltd, an unlisted newly incorporated entity, in respect of the remaining 25% of their InvoCare shares. (2) Cash Consideration in respect of 50% of their InvoCare shares, plus Class B shares in HoldCo in respect of the remaining 50% of their InvoCare shares; (3) Cash Consideration in respect of 25% of their InvoCare shares, plus Class B shares in HoldCo in respect of the remaining 75% of their InvoCare shares, (4) 100% Class B shares in HoldCo in respect of 100% of their InvoCare shares, (4) A custom percentage of Cash Consideration and Class B Shares in HoldCo (as agreed with TPG BidCo, in its absolute discretion) in respect of their InvoCare shares.TPG’s Indicative Proposal is conditional on the following conditions that InvoCare Board not having any engagement with third parties on an alternative change of control transaction during the due diligence period and negotiation of binding transaction documents; and InvoCare Board supporting the Indicative Proposal. The Indicative Proposal is also subject to completion of satisfactory due diligence, final approval of TPG’s Investment Review Committee, regulatory approvals and execution of binding transaction documents on mutually acceptable terms. The InvoCare Board has commenced an assessment of the Indicative Proposal. InvoCare shareholders do not need to take any action in relation to TPG’s Indicative Proposal at this stage. There is no certainty that the Indicative Proposal will result in a transaction. As of May 15, 2023, the InvoCare Board unanimously intends to recommend the revised offer. The shareholders meeting is expected to occur on October 31, 2023. The transaction is expected to close in mid-November 2023.InvoCare has appointed Gresham Advisory Partners as financial adviser and Clayton Utz as legal adviser. The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor to InvoCare Limited (ASX:IVC). As of March 27, 2023, InvoCare has rejected takeover bid from TPG.TPG Global, LLC completed the acquisition of the remaining 82.8% stake in InvoCare Limited (ASX : IVC) on November 3, 2023.