The Supreme Court of Victoria today approved the Scheme of Arrangement for Bupa Australia Health Pty Ltd to complete its full acquisition of Dental Corporation Holdings Limited (Dental Corporation).
Dental Corporation is Australia and New Zealand’s largest dental group, comprising 190 clinics and more than 560 dentists. Dental Corporation also has a 34.68% interest in Dental Corporation of Canada Holdings Inc.(DCC) and majority representation on the DCC board, which operates 25 practices.
The ownership change was overwhelmingly supported by Dental Corporation’s shareholders last week before being approved by the Court today. Bupa will acquire 100% of the shares in Dental Corporation at completion on 31 May 2013.
Fortis Healthcare and financial investors are entitled to receive A$2.347 per Dental Corporation share. Management and dentists are entitled to receive an upfront payment of A$0.9388 per Dental Corporation share (representing 40% of A$2.347) plus the right to receive three potential annual earn out payments over the next three years.
The actual amount of these three potential earn out payments will be determined by reference to the adjusted EBITDA of Dental Corporation in each of the 12 month periods ending 31 May 2014, 31 May 2015 and 31 May 2016 and the adjusted net debt of Dental Corporation as at 31 May 2014, 31 May 2015 and 31 May 2016.
The total upfront payment by Bupa is approximately £244m (A$374m).
The acquisition complements Bupa’s regional healthcare offering, which includes private health insurance, care homes, retirement villages, personal medical alarms, health coaching, optometrists and corporate health services.
Bupa Australia and New Zealand Managing Director, Dean Holden, said he was delighted to welcome Dental Corporation into the Bupa family.
“Dental Corporation is a strong and successful business with scope to continue to grow its profitability, footprint and service offerings,” Mr Holden said.
“However, our immediate priority is to work with its senior management and dentists to appropriately align and connect the Dental Corporation and Bupa business, with as little or no disruption to our customers and employees as possible. This will be led by one of our senior executives, Hisham El-Ansary, who leads Bupa’s strategy and business development in this region.
“I’d also like to reassure Dental Corporation’s extensive customer base that it’s business as usual and that they’ll continue to experience the same high levels of service and quality as they always have.”
Dental Corporation founders Mark Evans and Dr Ray Khouri said: “We believe that under Bupa, we will be able to continue to expand our service offering into the future and we see many opportunities for growth.
“Our companies share a common vision of delivering outstanding healthcare and we see Bupa as the logical partner to support us in delivering our vision of creating one of the leading dental services providers in the world,” Mr Evans and Mr Khouri said.
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About Bupa Australia and New Zealand
Bupa Australia and New Zealand’s purpose is to help people live longer, healthier, happier lives. It provides health insurance, aged care and related services and complementary healthcare services through Bupa Care Services, Bupa Health Dialog, Bupa Wellness and Blink Optical. Bupa focuses on providing sustainable healthcare solutions that represent real value, and on leading the industry in the promotion of preventive health and wellness. Bupa’s Australian and New Zealand businesses are part of the Bupa Group, a leading international healthcare group serving 13 million customers in more than 190 countries.
About Dental Corp
Dental Corp is Australia and New Zealand’s largest dental group, comprising 190 clinics and over 560 dentists across both countries. Dental Corp also has a controlling interest in Dental Corporation of Canada Inc which operates 25 practices in Canada.