Primary holding 20% was always going to make getting the merger over the line very difficult.
SYB holders should be looking at Primary for a much superior offer now the HSP deal is not happening.
Cheers
Sam
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RESULTS OF SHAREHOLDER VOTE ON SCHEME OF ARRANGEMENT Symbion Health Limited (Symbion Health) today announced that it had not received adequate votes in favour of the scheme of arrangement with Healthscope. Despite almost unanimous support for the scheme from Symbion Health shareholders other than Primary Health Care, Primary Health Care voted its shares against the scheme and its 20% shareholding was enough to deprive Symbion Health shareholders of the benefits of the merger with Healthscope.
Excluding the shares held by Primary Health Care, 99.2% of shares voted were voted in favour of the scheme, which were held by 81.1% of shareholders who voted. Including the shares held by Primary Health Care, 73.9% of shares voted were voted in favour of the scheme, which is just below the 75% threshold required to approve the scheme.
In commenting on the results of today's meeting Symbion Health's Chairman Mr Paul McClintock said, "It is disappointing that despite the very strong support of Symbion Health shareholders other than Primary Health Care, the proposed scheme of arrangement with Healthscope was not approved. Primary Health Care is a competitor of Symbion Health and it is possible that Primary Health Care's commercial interests differ from the interests of other Symbion Health shareholders.
"Whilst it was always going to be close if Primary Health Care voted against the scheme, it was still important to proceed with today's vote in order to confirm Symbion Health shareholders' (other than Primary Health Care) support for the transaction. Today's voting results demonstrate that the virtually all shareholders were supportive of the proposed merger with Healthscope, and recognise the significant value that could be created through the transaction. These results will be an important consideration for the Symbion Health Directors when considering the company's future," Mr McClintock said.
In commenting on the future direction of Symbion Health, Mr McClintock said, "Symbion Health has an attractive portfolio of businesses and remains fully committed to its strategy of business reinvigoration and growth. The strategies in place are progressing well and we are confident that these strategies will deliver significant value to shareholders. Continuing to run Symbion Health as a standalone business is a very attractive option for Symbion Health."
"Symbion Health remains in a unique position to drive and benefit from industry consolidation. The merger with Healthscope voted on today was put to shareholders because the Symbion Health Directors genuinely believe that it is a very attractive offer that warranted consideration by shareholders. Given the resounding support today from shareholders (other than Primary Health Care), we may consider other proposals that deliver a similar outcome for Symbion Health shareholders," Mr McClintock said.
Alternative transaction with Healthscope
Given the strong support for the proposed merger with Healthscope, one option that may be considered by the Symbion Health Directors is for Symbion Health to seek to implement a transaction with Healthscope using an alternative structure. No alternative transaction has been agreed by the parties at this point in time. If this was to occur shareholders would be provided with additional information in relation to any such alternative transaction.
The Scheme Implementation Deed between Symbion Health and Healthscope dated 29 May 2007 remains in place and specifies that Symbion Health and Healthscope will, for a period of five 1 business days, consult in good faith with a view to determining whether the transaction can be structured by alternative means, before either party can terminate the Scheme Implementation Deed. Symbion Health and Healthscope intend to commence these discussions immediately.
In commenting on a potential alternative transaction, Mr McClintock said, "The Symbion Health Directors will only consider an alternative transaction if it delivers an attractive outcome for Symbion Health shareholders and has the same compelling strategic rationale as the proposed merger with Healthscope. Given the confidence we have in our businesses going forward, continuing as a standalone entity is also a compelling option for Symbion Health."
Attached is the information required by Section 251AA of the Corporations Act 2001 to be notified by the Company to the Australian Stock Exchange in respect of the resolution.
Symbion Health will keep the market updated in relation to any material developments.
For further information please contact:
Symbion Health Caroline Ingham Investor Relations Manager Symbion Health Limited
SYB Price at posting:
0.0¢ Sentiment: None Disclosure: Not Held