EBOS is to acquire all of the shares in Terry White Group (TWG) that it currently does not own. The shares will be acquired by way of a scheme of arrangement for a cash consideration of $3.55 per share.
Each of the TWG independent directors have concluded that the scheme is in the best interests of TWG and its shareholders and recommends they vote to approve the scheme. If the scheme becomes effective, TWG will become wholly-owned by EBOS.
The move will help TWG and the TerryWhite Chemmart pharmacy network to increase their scale and strength and EBOS says it is supportive of TWG’s strategies for the network’s growth and development.
TWG will operate as part of EBOS’ broader healthcare business and remain the core retail pharmacy franchise operation of EBOS in Australia.
TWG Chairman Ron Higham said: “This transaction represents a continuation of EBOS’ investment in TWG and provides a number of economic and strategic benefits to TWG, as well as to TerryWhite Chemmart pharmacies and other stakeholders”.
“EBOS’ support for the execution of TWG’s growth strategies to expand and strengthen the TerryWhite Chemmart pharmacy network is critical in a challenging and competitive retail environment where scale and capital are essential.”
EBOS Chairman Mark Waller said: “We believe, with EBOS’ support, TWG will have the financial strength to continue to innovate, pursue further expansion opportunities and accelerate the execution of its growth strategies”.
Implementation of the scheme remains subject to conditions set out in full in the scheme implementation deed, including the following procedural steps:
• The independent expert concluding that the scheme is in the best interests of TWG shareholders;
• TWG shareholders approving the scheme by the requisite majorities at an Extraordinary General Meeting (EGM);
• Supreme Court of Queensland approval of the scheme; and
• No prescribed occurrence or material adverse change occurring.
The scheme booklet is expected to be sent to TWG shareholders in November 2018.
TWG shareholders will have the opportunity to vote on the proposal at an EGM which is expected to be held in December 2018.
Subject to the conditions of the scheme being satisfied, the sheme is expected to be implemented, with payment of the scheme share consideration, in late December 2018. An indicative timetable is included in schedule one of the scheme implementation deed, however, this remains subject to change.