September 30, 2022
Doyle's Guide

Minters advise Dental Corporation on $374 million BUPA acquisition

Tim Watkin, Minter Ellison

Minter Ellison have advised Dental Corporation Holdings Limited after Bupa Australia Health Pty Ltd  announced plans to acquire 100% of the shares and options in the company through a scheme of arrangement.  Minters have been Dental Corporation’s principal legal adviser since its start up, advising on all of its acquisitions, capital raisings and debt funding, including the Fortis proportional bid in 2011.

Dental Corporation is Australia and New Zealand’s largest dental group, comprising 190 clinics and more than 560 dentists. It also has a substantial interest in Dental Corporation of Canada Inc, which operates 25 practices in Canada.

Financial investors, including Fortis Healthcare Australia Pty Ltd (Dental Corp’s largest shareholder), will be entitled to receive A$2.347 per share.

Senior management, principal vendor dentists and these associate shareholders will be entitled to receive an initial cash payment (40% of A$2.347) plus the potential three annual earn out payments over the next three years. Each of the three earn out payments will be determined primarily by reference to the adjusted EBITDA and enterprise value of Dental Corporation in each of the 2014, 2015 and 2016 financial years.

The Minter Ellison team included Tim Watkin (lead partner, Corporate, Melbourne) and Alberto Colla (partner, Corporate, Melbourne) while BUPA were advised by Herbert Smith Freehills Partner Bradley Russell and Andrew Rich (for Bupa).

The acquisition should be concluded by April 2013 and is subject to regulatory and shareholder approvals.

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