Harmos Horton Lusk is advising NZX-listed Abano Healthcare Group on a takeover-by-scheme of arrangement proposed by a bid consortium comprising BGH Capital and Ontario Teachers’ Pension Plan. The proposed scheme, which values Abano at $117 million, was announced on 31 August 2020 and is due to be completed before the end of the calendar year.
The new scheme follows a previous takeover-by-scheme that was announced in November 2019. That proposed transaction was terminated by the bid consortium due to a material adverse change in Abano resulting from the COVID-19 pandemic. As a result, the new scheme adopts a novel approach to risk allocation – replacing customary termination rights for material adverse changes with fixed price reductions if such changes occur prior to completion.
The firm is the lead legal adviser to Abano. In respect of both the original and the new scheme we advised, and continue to advise, on transaction structuring, regulatory approvals, negotiation of implementation arrangements, obtaining necessary shareholder approvals and obtaining necessary orders of the High Court.
The Harmos Horton Lusk team that advises Abano is lead by directors Andrew Harmos and Nathanael Starrenburg and includes associates Aditya Basrur, Kelsey Farmer and Emily Warren.