Pacific Smiles board U-turns on Genesis Capital takeover
The news: The board of dental services chain Pacific Smiles has U-turned on Genesis Capital's proposed takeover offer, recommending that shareholders accept the bid.
The numbers: Pacific Smiles said that multiple shareholders with combined voting power of around 12% in the company have indicated they are either supportive of Genesis' bid or intend to accept the offer imminently.
Today, Beam Dental Bidco — an associate of Genesis — also disclosed that it now has voting power of 32.93% in Pacific Smiles.
The Pacific Smiles board said that on this basis, it believes that Genesis likely has, or will have, sufficient voting power and support to take effective control of the company, with the move requiring 50% of shareholder votes.
The context: The Pacific Smiles board noted that it has "carefully considered the implications of this development" and determined that "the risks associated with continuing to hold Pacific Smiles shares now outweigh the advantages".
The company's directors unanimously recommend shareholders accept the cash offer, in the absence of a superior proposal emerging.
Earlier this month, Genesis increased its offer to an all cash consideration of $1.95 per share, having originally submitted a $1.40-per-share bid last December.
In September, the Pacific Smiles board urged shareholders to reject an improved Genesis offer, valued at $1.8675 per share, stating that its value was "materially below" the a $2.05-per-share bid by rival suitor NDC BidCo, that was voted down by shareholders a month earlier.
The source: ASX announcement