Scheme of Arrangement

On 31 August 2020, Abano entered into a new Scheme Implementation Agreement with Adams NZ Bidco Limited (Bidco) (a company associated with a consortium comprising BGH Capital and Ontario Teachers’ Pension Plan) under which Bidco proposed to acquire all of the shares in Abano by way of Scheme of Arrangement for a headline Scheme price of $4.45 in cash per share (subject to no consideration adjustment events occurring).

Announcement – Abano Announces New SIA with Bidco

Scheme Implementation Agreement (31 August 2020)

On 12 October, Abano announced that the Independent Adviser, Calibre Partners, had advised Abano that it had updated its draft valuation, taking into account the updated Treasury discount rates and CPI forecasts for 30 September 2020 released by New Zealand Treasury on 7 October 2020 and used by Calibre in its DCF valuation, as well as Abano’s actual trading results to end-September 2020 and Abano’s recently updated FY21 forecast. This resulted in Bidco’s headline price of $4.45 for each Abano share falling below the bottom end of Calibre’s draft valuation range for Abano shares.

Abano notified Bidco of these circumstances and following consultation, Bidco increased the headline Scheme price from $4.45 to $4.75 per Abano share. The increased headline Scheme price is within Calibre’s draft valuation range for Abano shares.

Abano’s Directors continue to unanimously recommend shareholders vote in favour of the Scheme, in the absence of a superior proposal and provided that the Scheme price is within the Independent Advisor’s final valuation range for Abano shares.

REL – Abano Update on YTD Trading and Increased Scheme Price

Abano Scheme Variation Agreement – EXECUTED – 12 October 2020

On 20 October 2020, Abano released the Scheme Meeting Materials, including the Scheme Booklet, Cover Letter, Virtual Meeting Guide and initial court orders. These can be viewed on the news announcement page or click on the link below.

Release of Scheme Meeting Materials