KEY POINTS:
Dental software company Software of Excellence International Ltd (SoE) has received a takeover offer from United States-based Fortune 500 company Henry Schein.
Henry Schein has offered $2.70 for each SoE share, after payment of a dividend of 3c per share, in a bid worth $77.2 million.
The combined
offer price and dividend represented a 27 per cent premium to the closing price of SoE shares on April 27, the last trading day before SoE made public a potential buyer, Henry Schein said.
SoE shares closed yesterday at $2.68, having risen from $1.21 a year ago.
Henry Schein describes itself as the largest provider of healthcare products and services to office-based practitioners in the combined North American and European markets.
SoE reported a net after tax profit (Npat) of $4.36 million for the year to March 31, saying the result reflected the continued strong performance of its core Professional dental software business in Britain and Australasia.
Professional's Npat from continuing activities doubled to $3.92m, from $1.96m the previous year, on revenues up 27.3 per cent to $26.82m.
SOE chairman Jim Syme today said Henry Schein had entered lock-up agreements for the 18.3 per cent of SoE owned by co-investor Capital Partners Pty Ltd and related parties, and the 4.7 per cent owned by SOE managing director Brian Weatherly. Under the agreements those shareholders had agreed to accept the offer.
The offer would be subject to conditions including acceptances representing 90 per cent or more of the voting rights in SOE.
SOE's board had formed an independent directors committee of himself and directors Clive Ross, Kerry Gleeson and Paul Hargreaves to consider the offer, Mr Syme said.
Grant Samuel was to prepare an independent appraisal report on the merits of the offer and would prepare a target company statement. The report and statement, together with formal offer documents, would be sent out in late June.
Henry Schein said SoE had been delivering innovative clinical and practice management solutions to dental professionals since 1988, and now served a customer base of more than 5000 practices in Britain, Ireland, Australia and New Zealand.
SoE was a leading supplier of practice management systems to both private and public health dentists in Britain, and was the largest supplier of dental software in Australia and New Zealand.
Henry Schein chairman and chief executive officer Stanley M Bergman said his company's intention would be to have SoE's management team join Henry Schein and keep SoE's existing infrastructure substantially intact.
Henry Schein said its four business groups - dental, medical, international and technology - served more than 500,000 customers worldwide, including dental practitioners and laboratories, physician practices and animal health clinics, as well as government and other institutions.
Headquartered in Melville, New York, Henry Schein employed nearly 12,000 people and had operations in 19 countries. Its net sales reached a record US$5.15 billion ($6.9b) in 2006.
- NZPA