$1.49b Metlifecare takeover: KordaMentha appointed, shareholder meeting called

Metlifecare's planned Fairway Gardens project in Auckland. Photo / supplied

Metlifecare has provided some more details on a $1.49 billion takeover offer for the business but shareholders are still awaiting an independent report on the merits of the private equity bid.

Company chair Kim Ellis has written to shareholders, giving timelines for the next steps in the deal proposed by Asia Pacific Village Group to buy all the shares for $7 each subject to conditions.

Shareholders will get more information in late March and a meeting is planned for April 29, Ellis said.

Asia Pacific Village Group is an entity created by Sweden's EQT Fund Management.

The takeover is subject to shareholder approval, the High Court and other conditions.

Asia Pacific has sought Overseas Investment Office approval and that is due to be determined before the April meeting.

KordaMentha has been appointed as the independent adviser and the Takeovers
Panel has approved that, Ellis said.

"Metlifecare is working towards satisfying the other customary conditions, such as
banks' consents, for the transaction, Ellis said.

The takeover offer was announced just before Christmas and the New Zealand Superannuation Fund agreed to sell its 19.9 per cent stake into the offer.

Metlifecare's board signed a scheme implementation agreement with the private equity fund manager and recommended shareholders accept the $7 per share offer valuing the retirement village operator at $1.49b.

The offer was 50c above the original bid of $6.50, which the board rejected as being too low after checking with institutional shareholders.

The new offer was supported by a number of institutional shareholders.

The Ellis letter noted how since December, some of Metlifecare's larger institutional shareholders had ceased to be substantial shareholders because they had sold large holdings.

"Metlifecare understands sellers of those shares are primarily re-balancing their portfolios in anticipation of likely completion of the transaction in May. The purchasers of these shares appear to be investors looking to profit from the difference between the current market price of approximately $6.89 per share and the transaction price of $7 per share. Metlifecare has no reason to believe that the transaction will not be strongly supported by shareholders," Ellis wrote.

The shares were this week trading around $6.90.