Herbert Smith Freehills is advising Bupa Australia Health Pty Ltd on its proposed acquisition of Dental Corporation via a scheme of arrangement.
Dental Corporation is Australia and New Zealand’s largest dental group, comprising 190 clinics and over 560 dentists.
India’s Fortis Healthcare, a 64% shareholder in Dental Corporation, and financial investors in Dental Corporation, will be entitled to receive $2.347 per share. Shareholders comprised of Dental Corporation management and dentists will be entitled to receive $0.9388 cash (representing 40% of $2.347) plus three annual earn out payments over the next three years to be primarily determined by reference to the adjusted EBITDA and enterprise value of Dental Corporation in each of the 2014, 2015 and 2016 financial years. The total upfront cash payment under the scheme of arrangement is approximately $370 million.
The Herbert Smith Freehills team is led by Corporate partners Brad Russell and Andrew Rich and supported by lawyers Richard Simpson, Nick Conway and Mark Nam and graduate lawyer Claire Mather. The team is working closely with Emma Zipper, General Counsel and Company Secretary of Bupa Australia.
Herbert Smith Freehills partner Brad Russell said of the transaction: ‘We are delighted to be acting for Bupa Australia on what is an important strategic transaction, as the acquisition would expand Bupa Australia’s existing healthcare offering to dental care. Herbert Smith Freehills has a long-standing relationship with Bupa Australia having acted on a number of its most significant transactions’.
Herbert Smith Freehills partner Andrew Rich said: ‘This is one of the more innovative and complex schemes of arrangement in recent years. It involves private M&A deal features in a public M&A setting. There are 2 classes of shareholders and a 3-year earn out based on the adjusted EBITDA and enterprise value of Dental Corporation.’
The deal is expected to be completed in March 2013 subject to shareholder and regulatory approvals.
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