Announcement • Jun 30
Virtus Health Limited Announces Board Changes Virtus Health Limited refers to the off-market takeover offer by Oceania Equity Investments Pty Ltd. as trustee of the Oceania Trust and A.C.N. 658 293 166 Pty Ltd. (BGH Bidders) for all of the issued shares of Virtus that the BGH Bidders do not already own (Takeover Offer). The Virtus board was re-constituted upon the close of the offer period of the Takeover Offer at 7pm (Melbourne time) on 27 June 2022, as follows: Mr. Greg Couttas, Ms Priscilla Rogers, Ms Cathy Aston and Mr. Lyndon Hale resigned as directors of Virtus; and Mr. Ben Gray, Mr. David Brooks and Mr. Joel Aitken were appointed as non-executive directors of Virtus. Ms Sonia Petering, Chair, will also resign as director and Chair of Virtus effective upon the BGH Bidders satisfying their obligation to pay the consideration due to Virtus shareholders who have accepted the Takeover Offer (expected to be 1 July 2022). Ms Kate Munnings will remain on the Virtus board and work closely with BGH Bidders to ensure a smooth transition and minimal disruption for doctors, staff and patients. Ben Gray is a Founding Partner of BGH Capital. Previously, Ben was a Managing Partner at TPG, where he served as the Joint Head of Asia, as the Head of Australia and New Zealand and as a member of the Global Management Committee. Ben spent almost thirteen years at TPG and led investments in Myer, Asciano, Petbarn, Healthscope and Inghams. Prior to joining TPG in 2004, Ben worked in the investment banking division of Credit Suisse in New York and Australia from 1994. Ben holds a Bachelor of Commerce with First Class Honours from the University of Melbourne and a Master of Business Administration with High Distinction (Baker Scholar) from Harvard Business School. David Brooks is a Partner at BGH Capital focused on investments in the Healthcare and Technology sectors. Previously, David was a Principal at TPG based in Melbourne where he spent nine years and was heavily involved in the investments in Healthscope and Inghams, as well as working across the Myer and Asciano portfolio companies. Prior to joining TPG in 2008, David worked in the investment banking division of Credit Suisse for more than three years. David holds a Bachelor of Engineering with First Class Honours and Bachelor of Commerce from the University of Melbourne. Joel Aitken is a Principal at BGH Capital. Previously, Joel worked at Nestle based in Switzerland reporting to Nestlé's Global Head of Strategy & Business Development. Prior to joining Nestlé in 2018, Joel worked in the investment banking division of UBS in New York and Australia working on M&A, leveraged finance and equity capital markets transactions for ten years. Joel holds a Bachelor of Commerce and a Bachelor of Laws (Honours) from the University of Melbourne. The Board welcomes Mr. Gray, Mr. Brooks and Mr. Aitken to Virtus. Announcement • Jun 15
Virtus Health Limited Declares Special Dividend, Payable on 1 July 2022 Virtus Health Limited announced that it has declared a fully franked special dividend of 30 cents per Virtus share. The record date of the Special Dividend is 20 June 2022, and the payment date is 1 July 2022. Announcement • Jun 04
CapVest Partners LLP cancelled the acquisition of Virtus Health Limited (ASX:VRT) from Group of shareholders CapVest Partners LLP offers a non-binding proposal to acquire Virtus Health Limited (ASX:VRT) from Group of shareholders for approximately AUD 610 million on January 20, 2022. As of March 13, 2022, transaction implementation deed was signed. CapVest Partners is offering AUD 7.60 cash per share for Virtus shareholders. CapVest has also indicated it is willing to proceed with an alternative transaction structure which only requires acceptance by 50.1% of Virtus shareholders, such as an off-market takeover bid with a 50.1% minimum acceptance condition, offering AUD 7.50 cash per share. As on March 1, 2022, CapVest Partners LLP made a revised non-binding, conditional and indicative proposal offering AUD 7.80 cash per share (less the value of any dividends or distributions declared or paid after today, including the AUD 0.12 per share dividend declared by Virtus on February 22, 2022. The CapVest Proposal will be funded through a combination of debt and equity. CapVest’s fifth fund, CapVest Fund V, will provide equity financing for the acquisition, and the remainder of the funds will be provided through third party debt facilities. Following careful consideration of both the CapVest Proposal and BGH Proposal, the Virtus Board has determined that the CapVest Proposal is attractive for shareholders and superior to the BGH Proposal. Virtus agree to pay AUD 2 million if Virtus elects not to proceed with that offer and fee can increases to AUD 4 million if the Virtus Board recommends a superior competing proposal within an agreed timeframe. As of February 24, 2022, a process deed was signed between Virtus and CapVest as per as per which they cannot enter into an agreement to effect the CapVest Proposal until March 11, 2022. As of April 11, 2022, offer price has been increased to AUD 8.15 per share.
Transaction is subject to satisfactory completion of due diligence, approval from Virtus Board recommendation and entry into an implementation deed on customary market terms acceptable to CapVest including shareholder and Court approval for the Scheme, receipt of regulatory approvals. Final CapVest Investment Committee approval is also required. As of May 11, 2022, the Virtus board unanimously recommends shareholders to vote in favour of the CapVest offer, in the absence of a superior proposal. Virtus has appointed Jefferies Australia as financial advisor, and Gilbert + Tobin as legal advisor. Ashurst acted as legal advisor to CapVest. Morgan Stanley & Co. LLC acted as a financial advisor to CapVest Partners LLP.
CapVest Partners LLP cancelled the acquisition of Virtus Health Limited (ASX:VRT) from Group of shareholders on June 3, 2022. On June 1, 2022, Virtus announced the cancellation of the Scheme Meeting to consider the Scheme proposed by Virtus whereby CapVest would acquire all of the shares in Virtus, and the Extraordinary General Meeting in connection with the CapVest Takeover. Two of the conditions to the CapVest Takeover, among others, are that the Scheme fails to be approved by the Virtus shareholders or by the court, and that the capital return resolution to be considered at the Extraordinary General Meeting receive the approval of Virtus Shareholders. These conditions cannot now be satisfied. 
