Metlifecare, the rest home operator that raised $45.5 million of new capital last year, has scaled back its offer to Vision Senior Living (VSL) shareholders as part of merger that will deliver eight new retirement villages.
VSL's private equity shareholders Goldman Sachs and Arrow International will receive 13 million shares on settlement of the deal, down from 21 million previously. If the average share price meets a $3 target within 28 months of the deal, VSL's investors stand to get an extra 7 million shares. All of those shares will be held in escrow for 16 months, rather than six months for the private equity funds and 12 months for Arrow.
Private Life Care Holdings (PLC), which is pushing three villages into the merged entity, will receive 29.7 million shares as a result of the variation, down from 30.5 million initially flagged, and its shareholders will sell between 16.5 million and 22.5 million shares on settlement of the deal.
PLC is owned by Metlifecare's biggest shareholder, Retirement Village Group.
"We have worked hard to agree variations with the vendors of Vision and PLC following the feedback from our shareholders, and believe the revised terms align the interests of all our shareholders post the merger," independent director Brent Harman said in a statement.
The merger will boost Metlifecare's portfolio to 24 villages, three of which are in development. The number of units will increase to 3,902 from 2,460, while brownfield and greenfield capacity climbs to 1,011 units from 380 units.
Metlifecare will also raise $10 million of additional capital from third party investors, rather than from VSL shareholders as previously flagged. The funds will be used to pay down debt.
The deal is still valued at $216 million on a net tangible asset basis, with $83 million attributed to VSL, $123 million to PLC, and $10 million of new capital.
Metlifecare expects to add an extra $23.2 million in operating cash flow, or 7 cents per share, in the 2013 financial year. Operating cash flow after funding is forecast to be $52.7 million in 2013, from a predicted pre-merger $26.5 million in 2012, and $22.5 million in 2011.
The shares rose 1 per cent to $2.05 on Friday, and have shed 9.7 per cent this year.