Pacific Smiles to reject Gensis Capital takeover bid
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The news: The board of dental services chain Pacific Smiles said it will recommend shareholders to reject the latest takeover bid by long-time suitor Genesis Capital.
The numbers: Pacific Smiles said it has received intention statements from 13.43% shareholder MA Financial Group and the company's co-founder Alison Hughes, who holds a 9.94% interest, stating that they do not intend to accept Genesis' offer.
The offer's 90% minimum acceptance condition can therefore not be met, the company said.
Pacific Smiles said Genesis Capital's latest offer is "materially below" the previous $2.05 per share bid by rival suitor NDC BidCo. It noted that following the payment of the full-year dividend in October, the all cash consideration offered by Genesis would be $1.8675 per share.
Earlier this month, Genesis associate Beam Dental Bid announced an off-market takeover bid to acquire 100% of Pacific Smiles for $1.90, in cash, scrip or a mix of cash and scrip. Private equity firm Genesis has a 19.9% shareholding in Pacific Smiles.
The context: Pacific Smiles flagged that Genesis' offer has not improved from its previous offer, made on 28 July, despite "strong FY24 results and cash flow generated during this time".
The dental company said the offer is "opportunistically timed", noting its strong financial performance in recent weeks and that Genesis voted against a board-recommended cash offer of $2.05 by NDC BidCo in August that otherwise would have been approved.
The source: ASX announcement
