Abano Healthcare's board has taken a swipe at Crescent Capital Partners after Crescent scooped up 8.7 per cent of the company from institutions.
The Australian investment company increased its stake to 19.9 per cent, buying the shares at prices below its takeover offer of $5.20. Institutional investors tosell their stakes included Brook Asset Management and BT Funds Management, while Salvus Asset Management and ACC sold a substantial portion of their holdings.
Abano chairman Alison Paterson at the weekend reiterated the board's advice to shareholders that they don't sell their shares, and said Crescent had not mentioned an escalation clause.
"The board notes that, while not included in Crescent's media release, the parties that sold to them required the sales to be subject to a price escalation clause, meaning that if Crescent increases its price under its takeover offer, then these sellers will participate in this through the escalation clause."
Crescent is seeking 100 per cent of Abano. Shareholders have until February 29 to decide.
Crescent said on Friday the agreement did not mean it intended to increase the offer but was designed to ensure that the sellers would not be disadvantaged should it do so.
Crescent executive director Michael Alscher said the company saw the agreements as confirmation that other shareholders also doubted the confidence expressed by the Abano board in forward projections for growth in the company.
Abano directors have recommended shareholders not accept the offer because it did not give enough value to the company, as it was near the bottom of an independent valuation range of $5.15 to $5.90.
Forsyth Barr has released a report valuing the shares at $6.18.
"Abano is at the early stage of continued strong growth in an attractive sector. Crescent obviously believes this too," Paterson said. "The board has indeed taken a strong message here. It is that Crescent's propensity to misstate the intentions of the institutions and omit reference to the escalation clause, only serves to reinforce our view that Crescent too sees value and are desperate to acquire this company."
Crescent bought the 8.7 per cent stake at an average $5.15 a share, allowed under the Takeovers Code because Crescent's stake was below 19.9 per cent.
Abano shares closed at $5.15 on Friday, an eight-year high.
