Pacific Smiles Takeover by Beam Dental Nears Close with Board Backing

Takeover Bid Update and Closing Timeline

Beam Dental Bidco Pty Ltd has confirmed that its off-market takeover offer for all ordinary shares in Pacific Smiles Group Limited (ASX: PSQ) will close as scheduled at 7:00pm Sydney time on 11 February 2025. The bidder has made clear there will be no extension to the offer period, signaling confidence in the current bid and its progress.

As of 6 February 2025, Bidco holds a commanding 89.23% voting power in Pacific Smiles, effectively controlling the company and positioning itself to pass special resolutions without opposition. This level of control underscores the near certainty of the takeover’s success barring any last-minute competing offers.

Board Endorsement and Shareholder Considerations

The Pacific Smiles Board has unanimously recommended shareholders accept the cash offer, emphasizing the absence of any superior proposal and the unlikelihood of one emerging before the offer closes. This endorsement carries significant weight, particularly given the board’s fiduciary responsibility to maximize shareholder value.

Bidco’s offer price stands as its best and final, with no intention to increase it unless a competing bid arises. The cash offer provides shareholders with certainty of value, a critical factor given the risks outlined for those who choose not to accept. These risks include potential share price decline post-offer, reduced liquidity, and diminished protections and information rights if Pacific Smiles is delisted following the takeover.

Offer Details and Payment Options

Shareholders have the option to accept the offer in cash, scrip, or a mix of both. The cash consideration is approximately $1.95 per share after accounting for dividends already paid. Bidco commits to prompt payment within 20 days of valid acceptance, incentivizing shareholders to act swiftly rather than await compulsory acquisition procedures.

However, Bidco cautions shareholders considering scrip or mixed consideration to carefully assess the associated risks, as detailed in previous bidder statements. This nuanced approach reflects the bidder’s awareness of the complexities involved in equity swaps and minority shareholder interests post-takeover.

Regulatory and Legal Context

The takeover process is governed by the Corporations Act 2001 (Cth), with Bidco relying on recent ASIC instruments that modify certain takeover bid requirements. This regulatory framework facilitates the streamlined progression of the bid while ensuring transparency and shareholder protections.

Legal counsel Clifford Chance represents Bidco, underscoring the transaction’s high-profile and complex nature. The fifth supplementary bidder’s statement, lodged with ASIC and ASX, serves to update shareholders and clarify key points as the offer approaches its final days.

Looking Ahead

With the offer deadline imminent and no competing bids in sight, the market awaits the final shareholder response. The takeover’s completion will likely lead to Pacific Smiles’ delisting and integration into Beam Dental’s portfolio, reshaping the Australian dental services landscape.