Metlifecare Ltd said today 5 of its largest shareholders, holding a combined 33.4% of its shares, confirmed they supported the board’s court action to get a Swedish fund manager to buy the NZX-listed retirement village owner & operator.
2 other overseas institutional shareholders have built up a total 15% interest through multiple trades on behalf of investors and aren’t on the board’s support list.
Metlifecare’s share price was at $4.35 yesterday, well below the agreed buyout price of $7/share.
Asia Pacific Village Group Ltd, which is ultimately controlled by Swedish private equity investment fund EQT Fund Management Sarl via the Luxembourg-based EQT Infrastructure IV Fund, entered a scheme implementation agreement for the buyout on 29 December, subject to certain conditions including Metlifecare shareholder approval.
That condition was to have been resolved at a shareholder meeting on 29 April, but on 7 April Asia Pacific gave notice that it intended to terminate the agreement, and on 29 April it said it had sold its entire 19.861% stake.
Metlifecare entered a High Court-ordered process on 7 May to contest the pullout.
In the court action, Metlifecare has reiterated why it considers there is no lawful basis to terminate the scheme implementation agreement, namely that no material adverse change had occurred and that there had been no prescribed occurrences that would permit Asia Pacific to terminate the agreement.
Company chair Kim Ellis said today the board’s 5 supporters holding the combined one-third of Metlifecare’s shares were The Guardians of the NZ Superannuation Fund, the Accident Compensation Corp & overseas-based investors Maso Capital Partners Ltd (US), Omni Partners LLP (UK) & Westchester Capital Management LLC (US).
2 overseas bank fund managers not in that group have filed substantial shareholder notices this month – UBS Group AG most recently holding 10.56% (down from 11.8%) and Credit Suisse Group AG with 5.01%.
Credit Suisse started buying in February with an 11.3 million share stake costing $77.86 million at $6.91/share and has continued trading.
UBS’s most recent transactions, a sale & a purchase on 8 May, were at $4.26/share.
Mr Ellis said the 5 shareholders he named had confirmed it was their current intention to vote in favour of the scheme plan if it’s put to shareholders.
He said the claim was expected to initially be heard in the High Court on 28 May, and that Metlifecare would ask for an expedited court timetable.
Metlifecare anticipates holding the shareholder meeting to consider the scheme plan in late June or early July, subject to court approval.
Metlifecare, established in 1984, owns & operates a portfolio of 25 retirement villages, predominantly in the upper North Island.
8 May 2020: Metlifecare gets court timetable to consider EQT withdrawal from takeover
29 April 2020: Swedish fund gives notice of complete exit from Metlifecare as NZ company repeats “you can’t” bluster
8 April 2020: Metlifecare buyer sends pullout notice, Metlifecare says it can’t
25 March 2020: Metlifecare moves buyout scheme forward though market price way below offer
18 March 2020: Metlifecare clarifies takeover status
20 December 2019: Metlifecare attracts more takeover interest as board puts value well above first offer
26 November 2019: Metlifecare appoints offer advisor, sees share price rise 20% in 3 weeks
20 November 2019: Metlifecare gets buyout offer, suspends share buyback
Attribution: Company release, NZX.