One of New Zealand's largest listed retirement businesses will soon leave the NZX and ASX after shareholders approved the takeover of the 25-village Metlifecare by Sweden's EQT.
Takeover documents show the acquisition is expected to be completed by October 29 and although it is still subject to High Court and Takeovers Panel approval, those are expected soon.
After the $1.27 billion takeover was approved on Friday, the company said all shares would now be bought by Asia Pacific Village Group for EQT.
At the scheme meeting, a majority of shareholders agreed to the deal.
"The scheme is subject to receipt of a 'no objection statement' from the Takeovers Panel and final orders of the High Court, with these conditions expected to be satisfied by mid-October and satisfaction of other customary completion conditions," the company said.
Shareholders do not need to take any further action at this stage.
"It is anticipated that the scheme will be implemented and shareholders will be paid $6 per share on or around October 29," the company said.
The Super Fund, which held a cornerstone 19.9 per cent stake, expressed satisfaction with outcome following the vote.
"The acquisition by EQT represents a good opportunity to take the company forward and the exit is a solid return on our investment," said chief investment officer Stephen Gilmore.
"We invest the NZ Super Fund in a purely commercial manner in order to maximise returns and support future superannuation payments for New Zealanders. We assess investment opportunities based on what we believe delivers the best long-term risk-adjusted return to the fund," Gilmore said.
"In this case, we believe there is a better use for our capital and agreed with the majority of directors on the board who stated the sale price of $6 is reasonable when weighed against the uncertainty, disruption and potential risks associated with the previous litigation and inherent risk in continuing to operate Metlifecare's business in a Covid-19 environment over a significant period of time.
"Whenever we hold an asset we always assess whether its future returns are better than what we could achieve investing the capital elsewhere, adjusted for all the uncertainty involved in one course of action or another," he said.
"In deciding to sell, we've decided that the value offered is as good as the expected future returns on the asset, which come with plenty of uncertainty around demand, house prices, regulatory impost and costs, and that capital can be better invested elsewhere."
The fund bought 17 per cent of Metlifecare in November 2013 at $3.53 a share, taking its holding to 19.9 per cent when combined with its existing shareholding.
The scheme represented a 14.9 per cent premium to the last closing price of $5.22 per share on July 3 before announcement of APVG's Alternative Proposal on July 6, 2020, and a 18.1 per cent premium to the share price of $5.08 per share on November 19, 2019 prior to announcement of receipt of the unsolicited non-binding preliminary expression of interest to acquire Metlifecare.
But the Shareholders' Association, Metlifecare chairman Kim Ellis and institutional investor Matthew Goodson of Salt all spoke out against the deal.
The association criticised parties backing the deal, asking why most directors and the NZ Super Fund supported it instead of holding out for a higher price and fostering a home-grown company.
"Why would directors recommend this offer for a profitable company which, despite having been the retirement sector laggard, has now outperformed its own expectations? Many investors will have bought in to Metlifecare because they saw it as better value than its listed comparators. If the company is sold, current investors will lose the opportunity to see this value gap close," the association said.
"Has the board performed to the standard shareholders' [expectations]? Independent directors in other companies such as Tilt have shown that they can act robustly to secure better outcomes for shareholders by striving to resist takeover offers. Or is the problem simply that the actions of NZ Super Fund and the short-term players compromised the ability of the board to negotiate a better price?" the association asked.
But in the end, none of that mattered, the votes were cast and the wheels put in motion to see an end for NZX investors in the big company.
The business has 25 villages, provides accommodation to 5600 residents under occupation rights agreements, employs 1200 staff, owns 4066 independent living homes and 492 apartments, has 440 care beds and suites and is developing 311 new hospital beds and a further 1374 independent living homes and apartments.
Chief executive Glen Sowry told Friday's meeting EQT was committed to Metlifecare and he cited its Overseas Investment Office approval of the transaction where commitments to new investment, employment and maintenance of existing villages were given.