Abano Healthcare is temporarily suspending non-essential services at its New Zealand dental clinics and said this may derail the scheme of arrangement shareholders approved on Friday.

The company said it is following recommendations announced over the weekend from the New Zealand Dental Council and the Ministry of Health.

Abano is seeking further guidance on the provision of emergency dental treatment, said chief executive Richard Keys.

The company is closely monitoring the situation and recommendations in Australia and will assess the relevance of these to its Australian network as they are announced, he said.


The council and ministry issued a joint statement recommending that dentists cease all non-essential and elective dental services, particularly those generating aerosol, to reduce the risk of spreading the Covid-19 virus among dentists, their staff and patients.

"All emergency treatment and relief of pain should continue with appropriate precautions taken," the statement said.

Keys said the company is reviewing its cost base and all non-essential capital and operating spend has been deferred.

"This is an unprecedented situation which is evolving rapidly. The decision to temporarily suspend services has not been made lightly and we are cognizant of the impact this will have on our people and our patients," he said.

While too early to be definitive, Abano considers it is possible these developments may give rise to a material adverse change - or MAC - under the scheme of arrangement under which private equity firm BGH Capital and the Ontario Teachers' Pension Plan Board, known as Bidco, were planning to acquire Abano.

"Abano has informed Bidco that it is assessing whether a MAC may occur and Bidco has indicated that it is willing to engage with Abano to consider an alternative potential transaction if a MAC does occur," the company said.

If there is an adverse change, and the parties can't agree on how to address the situation, Bidco has the right to terminate the agreement.

"As a result, it is not possible to provide any assurance as to whether the scheme will proceed and, if so, on what basis. The board will update shareholders when it has further clarity."


Abano shares fell 72 cents, or 14.4 per cent, to $4.28. The scheme of arrangement prices the stock at $5.70 and values Abano at $149.8 million.

The scheme implementation agreement signed last November specifically excludes events such as a sharp fall in share prices and changes in general economic and political conditions from the definition of a material adverse change.

However, it does specify that a fall in Abano's net assets of $22.2m or more or a fall in earnings before interest, tax, depreciation and amortisation in either the financial year ending May 31 or in the 12 months from the date of a specified event likely to have these impacts would constitute a MAC.

An ebitda fall of $10m "in the case of matters, events and circumstances which have a one-off or non-recurring impact" or a fall of $5.4m in all other cases would be defined as a MAC.

Key said Australia's Dental Council hasn't made any announcements for a number of days and that Australia was dealing with the pandemic in a different way to New Zealand.

Asked why Abano isn't taking the initiative to suspend all non-essential dental services in Australia anyway, Keys said the company was already excluding from work any staff who are unwell but won't suspend services in Australia in the meantime.

"Dentistry already operates in an area of very high infection control procedures, some of the highest infection controls in the world for any profession," he said.