Thursday 2nd February 2017
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The board of Abano Healthcare has reiterated its recommendation that shareholders reject a takeover offer from its biggest shareholder, saying it had gained no traction and the share price would drop if it was successful.
Healthcare Partners, an entity owned by what the board has described as "dissident shareholders" Anya and Peter Hutson and James Reeves, held about 19 percent of Abano's stock when it mounted a $10-per-share offer for 50.01 percent of the healthcare company. The Hutsons and Reeves have said they would halt acquisitions in the medium term in order to reduce debt, and would install three new directors. Since mounting the bid, Healthcare Partners has attracted acceptances totalling about 1 percent of Abano's shares, with the offer due to close on March 3.
"All of Abano’s major institutional shareholders, and retail investors who we have spoken to have informed us that they support the board’s position to reject the partial takeover offer," the directors said in a letter to shareholders. "Two large independent broking firms have also advised that they agree with the Abano board’s recommendation. Abano’s directors and senior management intend to reject the Healthcare Partners’ offer in respect of all the Abano shares they hold or control. If this changes, we will advise you."
The directors said that as the offer is a partial offer, shareholders would likely be left with the majority of their shares if it is successful, but with the company "controlled by Healthcare Partners whose strategy for Abano is unproven and unclear." The board believes the value of the shares will fall and shareholders' ability to sell them at a fair price will be significantly reduced, it said.
Healthcare Partners has hired an Australian call centre to contact shareholders, the board said. The call centre is a related entity of Abano's share register Computershare, causing some shareholder confusion, but the approach was not approved or authorised by Abano, the directors told shareholders.
The directors said the company's results from Dec. 16 had been above expectations, and re-affirmed annual earnings guidance from the Grant Samuel independent advisors report, projecting profit of $10.2 million on revenue of $236.2 million in 2017.
Abano paid a 16 cents per share interim dividend in January, except to Healthcare Partners, using their dividend to offset $700,000 in unpaid invoices related to the takeover bid. As part of the takeover bid, Healthcare Partners refused to allow Abano's usual dividend reinvestment plan, and the company said its directors have been buying shares on-market with the dividends they received from their respective shareholdings.
Abano shares last traded at $9, and have gained 29 percent over the past 12 months.
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