Metlifecare said it has entered into a new scheme of arrangement with Swedish company EQT to buy all its shares for $6 each, a dollar less than the earlier deal EQT had repudiated, but only four of the company's six directors are supporting the offer.
The new price values Metlifecare at $1.28 billion, down from the $1.49b value of the earlier offer.
Metlifecare's largest shareholder, the New Zealand Superannuation Fund, has agreed to vote in favour of the scheme of arrangement. Trading in Metlifecare shares was halted until near the end of the trading session which they ended and $5.84, up 5 cents, or 0.9 per cent, from Thursday.
Metlifecare and EQT have also agreed to discontinue all litigation and to settle all disputes related to the earlier offer with each party covering their own costs.
Metlifecare had been trying to force EQT to go ahead with the original scheme.
"The board has canvassed Metlifecare investors and has received strong investor support for the scheme, with a number of shareholders indicating they prefer the alternative of a scheme at $6 over the uncertainty of prolonged litigation," Metlifecare said.
"A minority of shareholders have indicated that the transaction price falls below or at the lower end of their own valuation range," it said.
But the Metlifecare board was "unanimous in its view that the scheme should be put to shareholders," it said.
A majority of directors, namely Christopher Aiken, Mark Binns, Alistair Ryan and Rod Snodgrass, are recommending that shareholders vote in favour of the scheme in the absence of a superior proposal.
Chair Kim Ellis is not recommending that shareholders vote in favour and director Carolyn Steele has abstained from making a recommendation, given her association with the Super Fund – Steele used to work for the fund as a portfolio manager.
"Mr Ellis feels strongly that shareholders should be given the opportunity to vote on the scheme. However, he believes the scheme consideration under the new SIA does not represent fair value and should be at least at the mid-point of the range determined by independent adviser KordaMentha at $6.35," Metlifecare said.
"He notes that the indications of majority shareholder support for the scheme reduced the prospect of negotiating a higher price," it said.
However, Ellis told the New Zealand Herald on Monday that the value of the company's assets had fallen by at least 15 per cent because of the Covid-19 crisis, so the new nearly 15 per cent lower offer was "probably not miles off the button."
Metlifecare said the new price is within KordaMentha's valuation range, which was finalised on June 5, of $5.80 to $6.90 per share.
Nevertheless, a new independent adviser's report will be prepared in accordance with guidance of the Takeovers Panel, the company said.
A meeting to vote on the offer is expected to be held in late September.