Orion Health shareholders will overwhelmingly approve a deal that will see UK-based HG Capital take control of the only profitable division of the healthcare software maker, Rhapsody, and a stake in its remaining business.

At the company's annual meeting in Auckland on Friday, it was revealed that proxy votes were 99 per cent in favour of a resolution in support of the deal, and an associated resolution for a $149 million share buyback.

Shareholders spoken to by the Herald were universally angry and frustrated, but most also saw the HG deal as the only option. An independent KordaMentha report and NZ Shareholders Association Advisory reached the same conclusion. An NZSA representative at the AGM, who held proxies for 43 shareholders, stood up to give the lukewarm endorsement that it was the only viable choice.

The takeover resolution (requiring 50 per cent support) was a foregone conclusion in any case, given Orion founder and chief executive Ian McCrae's 49.75 per cent stake.

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There was momentary tension on the buyback resolution when tech industry veteran and Orion investor Hamish Mcleod asked whether it could potentially allow McCrae to take the company private. His question from the floor drew nods of support around the room. McCrae said any decision to delist would go to a vote among remaining shareholders. In any case, proxies indicated the resolution would pass by a wide margin.

Here's a Q&A to help you diagnose the deal.

Q: What happens from here?

A: The Overseas Investment Office has to approve the deal, so the buyout price can be finalised. Orion chairman Andrew Ferrier described the OIO process (which has been initiated by HG as the buyer) as "very opaque". He said he had no feel for whether a decision would come from the regulator by the end of this month, or take into the new year.

Who else has to give the green light?

A: HG shareholders also have to approve the deals. So does a group of the largest customers of Orion's core Rhapsody software - a process that's still in its early stages. Orion CFO Mark Tisdel says a couple of customers have tried it on, trying to use the leverage of approval to screw Orion down on pricing. He says he's told them that's not on.

Chairman Andrew Ferrier told shareholders he was
Chairman Andrew Ferrier told shareholders he was "bitterly disappointed," about Orion Health's recent performance.

Q: What is HG Capital buying exactly?

A: First, we need a bit of background on Orion's setup. Earlier this year, the company restructured into three divisions - Rhapsody (its core software, which helps different healthcare providers share patient records), Population Health (tools for Government agencies and others to analyse healthcare across an entire population), and Hospitals (enterprise resource planning or ERP software for running a hospital).

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Q: Which division is the cash cow?

A: Rhapsody. KordaMentha estimates Rhapsody will enjoy operating earnings of $32.7m in the year to March 2019 on revenue of $62.3m.

Population Health Management (or PHM), by contrast, are forecast to lose around $37m between them on revenue $140m.

Population Health and Hospitals also lost buckets of money last year, pushing Orion to its $40m net loss last year. One angry shareholder called them "the lame ducks".

KordaMentha's estimate's of revenue by division for the year to March 2019.
KordaMentha's estimate's of revenue by division for the year to March 2019.

Q: Why is Orion selling its cash cow and keeping its lame ducks?

A: Ferrier told the AGM audience it had to be realistic. Orion needed to recapitalise, and Rhapsody was the only asset that was attractive to buyers. McCrae added that HG was the only suitor willing to let Orion keep a chunk of Rhapsody, and up for a stake in Population Health. He disagreed with the "lame duck" descriptor. Population Health and Hospitals were simply less mature products than Rhapsody, he said. Funds from the HQ deal would be used to develop them.

Q: When will Population Health and Hospitals become profitable?

A: Ferrier, McCrae and Tisdel all dodged this question. Craigs Investment Partners' research analyst Stephen Ridgewell recently noted Orion's consistently over-optimistic, so it's unlikely long-suffering investors would much stock in guidance even if it was offered.

Q: What will shareholders be able to sell their shares for under the buyback?

A: Somewhere between $1.16 and $1.26 (Orion shares were trading mid-Friday at $1.07). Ferrier says the price is guaranteed not to go below $1.16 - at least, it can't without another special meeting and vote being called. He says Orion made the band pretty wide because it's hard to gauge exactly when the OIO will approve the deal (or not) and how things will sit at that point.

Q: Is Ferrier right to promote the buyback price as a big premium?

A: It depends on your timeframe. The chairman is correct to say it represents a 38 per cent premium on Orion's weighted average price over the 20 trading days before the deal was announced. But to those who bought in soon after Orion's 2014 IPO, as its shares briefly topped $6, pushing its market cap fleetingly over $1 billion, it's a less satisfactory offer - if the only one going.

The shape of the deal. Image / Supplied
The shape of the deal. Image / Supplied

Q: What is the capital structure of the deal?

A: Deep breath: Hg will acquire 100 per cent of Rhapsody for $205m. Orion will then use around $28m of the proceeds from that deal to buy a 24.9 per cent stake in Rhapsody.

HG will also acquire a 24.9 per cent stake in Population Health for around $20m, while Orion will put $12m of its Rhapsody proceeds into unit. Exact amounts will depend on cash on hand at the time the OIO approves the deal (if it does).

Why a convoluted buyback plan? Why not just offer a special dividend?

A number of angry shareholders just wanted a payout. Ferrier said the buyback arrangement would leave them better off because it would not be a taxable event.

Q: Why did it take a year to reach a deal?

A: McCrae says HG expressed interest from the get-go. Time was needed for Orion to carve out Rhapsody into a separate business. That was part of a wider restructure that also saw Orion's staff trimmed from around 1250 to around 1000 and $40m in costs taken out of the business.

Q: Will Rhapsody list?

A: No. Rhapsody will operate as a private company, headed by HG partner Philippe Houssiau.

Orion CFO Mark Tisdel. Photo / Supplied
Orion CFO Mark Tisdel. Photo / Supplied

Q: What about Orion's listing structure?

A: The remaining Orion Health will maintain its single NZX listing but, post-deal, consist of two legally-separate companies - one controlling Population Health and the other Hospitals.

Q: Where are Rhapsody staff on Friday?

Nearly all of the software developers working on Rhapsody were on Friday in Orion's Auckland office, with a sprinkling in Boston.

Q: Will they stay in Auckland if the buyout goes ahead?

A: Yes. McCrae pressed to keep jobs in NZ under the new ownership. Orion CFO Mark Tindel notes it also makes good financial sense for HG. A skilled software developer in Boston expects a US$175,000 salary, Tindel tells the Herald. In NZ, less.

Q: What stake will McCrae own after the deal?

A: Some shareholders have been critical of the founder clinging to his holding, seeing it a barrier to capital raising and indicative of what some see as the product-focused chief executive's "control freak" tendencies (as one shareholder described him to the Herald). Post-deal, he will still loom large. By KordaMentha's figures, McCrae - who will sell 20 per cent of his shares - will hold a minimum stake of 44.16 per cent in the reduced Orion and a maximum of 100 per cent. The exact amount will depend on how many shareholders decide to sell out.

Q: Why is McCrae only selling 20 per cent of his shares in the buyback?

A: The CEO's boosters will say he's keeping the faith. The more cynical will see a (continued) reluctance to cede control.

Q: Could Orion be forced to delist from the NZX?

A: It's possible, if enough shareholders take the money and run. McCrae's decision about privatisation going to a shareholder vote notwithstanding, KordaMentha notes NZX has the power to terminate a listing if the number of shareholders fall below 500 (although the Herald would be surprised if the bourse chose to exercise that power, given its paucity of tech listings recently).

Q: Will Orion de-list from the ASX?

A: Yes. CFO Mark Tisdel says Orion will go NZX-only regardless of how the HG deal pans out. Trading volume is just too low to justify what he called Asics "high fees", he says.

Q: Did Orion Health manage to sell the car park next to its Grafton head office?

A: While this question was not really that germane to the HQ Capital deal, Ferrier did allow it at the AGM. Tisdel said the carpark was sold to Wilson Parking for $3.9m. Following the sale of Spark's Mayoral Drive carpark for $26.5m, flicking off your carpark could be the new go-to for tech funding.

Q: What happened to new director Michael Falconer?

A: Ferrier apologised to the meeting that a resolution to confirm the ex-Carter Holt Harvey chief executive's appointment to the board had been accidentally omitted. It was not immediately clear how the company would get around this blooper. Given Ferrier was already facing a hostile, dubious audience, it was not a good look.

Q: What went wrong?

A: How did Orion, which was so successful for its first two decades, go to heck? Ferrier told the AGM audience he was "bitterly disappointed," that Orion's results over the past two years. McCrae said the company had faced a perfect storm as many of its Obamacare customers in the US (home to half Orion's revenue) ran out of money and started to cancel orders just as the company needed to invest heavily to move its software to the cloud. It didn't help that the health software Orion bought from Microsoft (which powers its Hospitals solution) turned out to be in much worse shape than it thought, McCrae added. The CEO also said Orion had become too "corporate and slow moving".

The mood was generally downbeat as investors scoffed into the sausage rolls after the main AGM presentation. Some saw glimmers of home, however. Mcleod said with the leaner Hospitals and Population Health, Orion would be getting back to its roots.