Revised Proposal with Healthscope and the IAC Consortium will not Proceed
27/11/2007
Symbion Health Limited ("Symbion Health") today announced that the Australian Tax Office ("ATO") has ruled that Symbion Health cannot benefit from scrip for scrip CGT roll-over relief in relation to the proposed diagnostics transaction with Healthscope Limited ("Healthscope").
As a result, neither the proposed diagnostics transaction with Healthscope nor the proposed C&P scheme with the consortium comprising Ironbridge Capital and Archer Capital ("IAC Consortium") will proceed.
Symbion Health's Chairman, Mr Paul McClintock said: "We are very disappointed that the ATO has formed the view that Symbion Health cannot benefit from scrip for scrip roll-over relief in relation to the proposed diagnostics transaction. Symbion Health had expected to receive all the regulatory approvals required to implement the proposed diagnostics transaction and the proposed C&P scheme and had received strong tax advice supporting the applications for the ATO rulings. Given the ATO's decision, Symbion Health shareholders will miss out on the opportunity to participate in the very substantial benefits which were expected from the diagnostics transaction." "Symbion Health has attractive businesses which are performing well. They have a strong track record and have further opportunities for growth. The Board has full confidence in the management team's ability to continue to deliver strong results from the Symbion Health's businesses." "The Symbion Health Board is unanimous and resolute in continuing to reject Primary's inadequate and highly conditional offer for Symbion Health. The Board continues to believe that Primary's $4.10 offer does not reflect the high quality of the company's businesses or provide our shareholders with an adequate share of the very significant synergy benefits which are expected to arise from a combination of the company's businesses with Primary's businesses." "Based on our analysis and the synergies that Primary has said it expects to achieve, an acquisition of Symbion Health by Primary is likely to be significantly earnings per share accretive for Primary at a price well above $4.50 per Symbion share." "If shareholders accept Primary's offer, they will no longer benefit from exposure to Symbion Health's businesses." "The Symbion Health Board continues to unanimously recommend that shareholders reject the inadequate and highly conditional takeover offer by Primary." "Symbion Health continues to be concerned at Primary's misleading presentation of its offer to Symbion Health shareholders and Symbion Health intends to take action to ensure that its shareholders are fully and fairly informed." As a result, the Symbion Health Board has resolved to cancel the transaction meetings scheduled for this Friday 30 November 2007 commencing at 10.30am. Accordingly, the Symbion Health Diagnostics General Meeting, the C&P General Meeting and, subject to the approval of the Victorian Supreme Court, the C&P Scheme Meeting will not take place. The Company's Annual General Meeting will however still be held as scheduled this Friday 30 November 2007. For further information please contact: Symbion Health
Symbion Health, Healthscope and the IAC Consortium have agreed to terminate the Transaction Implementation Deed between Symbion Health and Healthscope and the Scheme Implementation Deed between Symbion Health and the IAC Consortium in accordance with the terms of those documents, other than in relation to the timing of the termination, which has immediate effect.
Robert Cooke
Chief Executive Officer
Symbion Health Limited
Ph: +61 3 9918 2861
