Global law firm Ashurst has advised CapVest Partners LLP (CapVest) on the proposed acquisition of 100% of the issued capital of Virtus Health Limited (Virtus), a company headquartered in Sydney that specialises in reproductive technology, specialist pathology and day hospital services.
CapVest and Virtus have entered into a Transaction Implementation Deed, pursuant to which it is proposed that CapVest will acquire 100% of the issued capital of Virtus by way of a members’ scheme of arrangement (Scheme) or, alternatively, in the event that the Scheme is not approved, at least 50.1% of the issued capital of Virtus by way of an off-market takeover offer (Takeover Offer).
The Scheme Consideration represents a premium of approximately 58.3% to the price of $5.21 per Virtus share, being the last close price before the first announcement that Virtus had received an unsolicited proposal from BGH Capital Pty Ltd (BGH) to acquire Virtus by way of scheme of arrangement on 13 December 2021.
Partner Anton Harris commented: “We are delighted to have assisted CapVest Partners LLP on its first major Australian M&A transaction.”
The Ashurst team was led by partner Anton Harris, assisted by partners Greg Golding and Ben Landau, Senior Consultant Wayne Cahill, Council Hugh Brolsma, Senior Associate Dillon Fuzi, Associates Will Robertson, Sharon Liu, Georgia Sparta, Daniel Oey, Luke Wetmore, Gabriel McGuinness, Sarah Park, Davy Hu and Hassan Naveed (Corporate Transactions Australia); partner Jennie Mansfield, Senior Associate Mohamad Ardati and Associate Ajay Sivanathan (Employment Australia); partner Andrew Craig, Counsel Clare Doneley and Associate Tidja Joseph (DET Australia); partner Anita Cade, Senior Associate Maria Sun and Associate Ray Cheng (IP Australia); partners Vicki Aron and Bree Miechel, Senior Associate Robyn Dimis and Associates Philippa Lo and Isabella Hunt (Projects and Real Estate Australia); partner Emma de Carle, Senior Associate Rashi Lordan and Associates Alexandra Au and David Chong (Banking and Finance Australia); partner Rehana Box and Senior Associate Alexandra Nash (Insurance Australia); partner Peter Armitage (Competition); partner Michelle Phang, Senior Associates Vanessa Teo and Valerie Tay and Trainee Jia Fen Chan (Corporate Transactions Singapore); Counsel Karen Mitra (Employment Singapore), partner David Carter, Senior Associate Jake Hadfield and Junior Associates Ariella Moses and Elnaz Amiri (Corporate Transactions London); Counsel John Gordon and Senior Associate Rebecca Servian (Pensions & Incentives London); partner Crowley Woodford and Associate Claire Bradbury (Employment London); partner Rhiannon Webster, Senior Associate Shehana Cameron-Perera and Junior Associate Julia Bell (DET London) and partner Henry Moss and Associate Joanna Fox (Projects & Real Estate London).