Healius rejection flawed, says ACL

Australian Clinical Labs has attacked the board of its takeover target Healius, branding its statement to shareholders advising against the deal as “flawed” and “misleading”.

ACL has been relatively silent for the past 2½ weeks since Healius’s board, led by Jenny Macdonald, formally rejected the takeover bid, saying ACL’s overtures were “inadequate”.

Ms Macdonald questioned the $95m in cost savings that ACL promised shareholders it could deliver from a merged group, and said ACL’s nil-premium offer had slid to an “implied discount”. Crucially, she said, Healius shareholders were being asked to surrender control without a premium.

Ms Macdonald’s comments followed Healius’ two biggest shareholders Perpetual and Tanarra – which own 21 per cent of the company – labelling the bid as “unattractive”. Healius has also not engaged an independent expert to assess the bid after it failed to gain major shareholder support.

But on Monday, ACL issued a second supplementary bidder’s statement in an effort to woo smaller shareholders, who collectively own about 79 per cent of Healius.

ACL accused Healius’s board of “failing shareholders” and “not acting in their best interests”.

“Healius’s target’s statement is fundamentally flawed. The proposed merger represents the most value accretive option available to Healius shareholders,” ACL said, citing Healius’s rejection of engaging an independent expert to assess the bid.

ACL said the synergies it expected to deliver from a combined group were close to the $80m that Healius estimated in 2020 when it was considering a merger with ACL.

ACL said that Healius’s board had also declined an offer to meet and discuss the rationale behind the forecast cost savings.