This article is from the Australian Property Journal archive
ASX-listed Think Childcare has formally agreed to its acquisition by Busy Bees, taking on the Ontario Teachers’ Pension Plan-backed group’s heavily sweetened offer in one of two takeover agreements stuck for early learning centre operators yesterday.
Busy Bees upped its offer for Think early in April by 52% to $3.20 per security, while its former rival in the race, Alceon agreed to sell its 19.2% stake in the target. Think then extended the exclusivity period with Busy Bees late last month to give it more time to formalise its bid.
Think said yesterday the value to securityholders is up to $3.28 per stapled security, before the benefit of any franking credits. The $3.20 scheme consideration represents a 176% premium to the 10 trading day VWAP and 192% premium to the one month VWAP.
The acquisition of Think by Busy Bees is by way of two inter-conditional schemes of arrangement. Busy Bees will take 77.85% of shares on issue in Think Childcare Limited, and Busy Bees subsidiary, FEL Child Care Developments Pty Ltd will take the same amount of Think’s development arm.
Busy Bees will acquire the remaining 22.15% of the Think shares on issue from Think CEO and managing director Mathew Edwards under a private treaty agreement for the same consideration.
Edwards will acquire the development business of the Think Childcare Group and management rights in respect of 35 Nido centres.
Think is permitted to pay a fully franked interim dividend of up to $0.08 per stapled security, which would not operate to reduce the Scheme consideration, and a fully franked permitted dividend of up to $0.24 per stapled security.
The scheme consideration will be reduced by the amount of any such permitted dividend.
Busy Bees has been officially interested in the group since November.
Meanwhile, Quadrant Private Equity has reportedly agreed to buy Affinity Education, which has about 150 centres supporting 15,000 children, in a $650 million also concluded yesterday.
Affinity Education is owned by Sydney-based private equity firm Anchorage Capital Partners, which had been looking to leave the sector for some time but gave up on three years ago as an oversupply of places across the industry emerged.
Affinity Education will likely sit in Quadrant’s $1.24 billion QPE7 fund Quadrant is expected to expand Affinity’s network of centres. The childcare business makes about $65 million in annual EBITDA.
It has a focus on the middle-income market across the major eastern seaboard states.
