Covid 19 coronavirus: Abano takeover scrapped as clinics closed; shares drop 13.9%

Abano chief executive Richard Keys. Photo / File

The takeover of Abano Healthcare has been scrapped and the company has now closed all its Australian dental clinics due to the Covid-19 outbreak.

Abano shares are down 32 cents, or 13.9 per cent, at $1.99 and have dropped 61.7 per cent year to date.

The fight against the Covid-19 virus constitutes a material adverse change and so has scuttled the takeover via a scheme of arrangement - which was approved by shareholders on March 20 - by private equity firm BGH Capital and the Ontario Teachers' Pension Plan Board, known as Bidco.

The New Zealand dental clinics were closed on March 24 as part of New Zealand's battle to stop the spread of the coronavirus and the Australian Health Protection Principal Committee has now advised Australia's government to halt all non-emergency dental care.

"The company is assessing the opportunity to provide emergency dental care at a restricted number of its practices in both countries," Abano said in a statement.

The board is now focusing on "the preservation and maximisation of shareholder value, both in and post the Covid-19 environment. Abano is assessing a number of initiatives in this light. This includes an intention to engage with Bidco, which has indicated that it is willing to explore whether there is an alternative potential transaction."

Both Abano and Bidco have agreed no break fee is payable by either party. To date, the terms or price of an alternative transaction haven't been discussed and Abano said there is no assurance a transaction will proceed.

Bidco was to have paid $149.8 million, or $5.70 per share and the independent valuer, KordaMentha, had valued the shares between $5.29 and $5.92.

Abano said it currently has net debt of about $130m and total bank facilities of $163m, $49m and A$112m ($114.1m), and is in "constructive discussions" with its banking partner, ASB Bank.

The company is also negotiating with landlords to reduce occupancy costs, including rent-free periods, "and discussions to date have been positive."

Chief executive Richard Keys said only three of the company's dentists have partial ownership of their practices and the other more than 300 dentists in New Zealand are contractors, none of whom can work other than emergency dental work.

The contractors can individually apply for the NZ government's wage subsidy and the company is seeking government support to pay its other directly employed 800 staff, which includes support staff, practice managers, nurses and hygienists, 80 per cent of their normal wages.

"In Australia at the moment, there's no subsidy at all. We understand the government's going to make an announcement in the next few days but we're not sure what that will contain," Keys said.

The company said it will maintain close connections with staff during the stand-down period and will aim to bring them back to work as soon as restrictions are lifted.

The senior leadership team and a small number of support staff will continue to work remotely to ensure business continuity and to ensure services can recommence as soon as permitted, it said.

Abano said director Mike Allen, who had been going to step down once the scheme of arrangement was implemented, has advised that he will retire anyway at a date to be confirmed shortly. The company has four other directors – NZX requires a minimum of three.