Advance Healthcare Group Ltd and dissident shareholder PharmAust have clashed again, even as they headed to mediation over litigation from an August meeting of AHG shareholders.
Advance Healthcare Group Ltd and dissident shareholder PharmAust have clashed again, even as they headed to mediation over litigation from an August meeting of AHG shareholders.
This time, AHG questioned claims by PharmAust Ltd, which made a surprise merger offer on Friday.
AHG put out a statement early this week disputing the valuation comparisons made by PharmAust, which has made a 1.5-cents-per-share merger offer.
PharmAust claimed this was 50 per cent above a recapitalisation agreement accepted by AHG shareholders in August in a vote being disputed by PharmAust.
This week, AHG said the price paid by private equity player Hawkesbridge Ltd was 2.4 cents per share, a 60 per cent premium to the PharmAust offer. Hawkesbridge and its associates have since sold their entire convertible note holding in AHG to Covenant Nominees Pty Ltd, an entity linked to Perth businessman Michael Boyd.
The sale will require the approval of AHG shareholders at a meeting proposed for March, during which they will also be asked to ratify a number of resolutions from the August meeting which are the subject of litigation.
Early this week, AHG and PharmAust were in mediation over the contentious vote, a dispute which AHG said had been costly and delayed the relisting of its shares.
The merger move last week by Nedlands drug discovery and manufacturing group, PharmAust, was the latest twist in a series of dramatic events surrounding the two companies and Hawkesbridge.
Mr Boyd has also become involved in the legal manoeuvring around AHG, which owns pharmaceutical wholesaler Cottman and a corporate pharmacy licence.
PharmAust has been engaged in legal action against AHG over the validity of share transactions that took place before the vital meeting to vote on the Hawkesbridge offer, which involved a debt for equity swap.
The complex Hawkesbridge proposal would have resulted in up to 80 per cent of AHG being controlled by the Sydney investment fund.
However, Hawkesbridge sold an 11 per cent shareholding on the eve of the meeting to newly appointed Advance Healthcare chief executive Ken Atkinson.
PharmAust managing director Paul D’Sylva said his company had been highly critical of the dilutionary effect of the Hawkesbridge move.
“The challenge for us is to put up or shut up,” he said.
“We believe this [offer] represents better value for all shareholders, including ourselves.”