Apiam’s $0.87 Per Share Acquisition Scheme Gains Strong Shareholder Support

Scheme Meeting and Voting Process

On 3 February 2026, Apiam Animal Health Limited (ASX – AHX) held a pivotal scheme meeting to consider the proposed acquisition by entities controlled by Adamantem Capital Fund II. The meeting was conducted in a hybrid format, allowing shareholders to participate both in person at Melbourne and online, reflecting a modern approach to shareholder engagement. The Chairman, Andrew Vizard, opened the meeting and outlined the procedural details, including voting mechanisms and question opportunities.

Shareholders were invited to vote on a scheme of arrangement under which Adamantem would acquire 100% of Apiam shares. The scheme consideration offers $0.87 cash per share, with eligible shareholders also able to elect scrip alternatives in the holding company, Pepper Holdco Limited. The meeting saw robust participation, with proxy votes overwhelmingly in favour prior to the meeting.

Board and Expert Endorsements

The Apiam Independent Board Committee, supported by the Independent Expert report from Kroll Australia Pty Ltd, unanimously recommended shareholders vote in favour of the scheme. The Independent Expert concluded that the cash offer is fair and reasonable and in the best interests of shareholders, assuming no superior proposal emerges. Directors Bruce Dixon and Vita Pepe also publicly endorsed the scheme, reinforcing confidence in the transaction.

Importantly, the board confirmed no superior proposals have surfaced, and all directors have committed to voting their shares in favour, subject to the Independent Expert’s ongoing support. This unified stance provides a clear signal to the market about the board’s conviction in the deal’s value.

Conditions and Next Steps

The scheme remains subject to key conditions precedent, including shareholder approval by the requisite majorities and court approval by the Supreme Court of New South Wales. The court hearing is scheduled for 6 February 2026, just days after the scheme meeting. If approved, the scheme is expected to become effective immediately, with implementation targeted for 23 February 2026.

Additionally, the board intends to pay a fully franked special dividend of $0.10 per share, contingent on the scheme’s effectiveness and availability of franking credits. This dividend adds an attractive element to the overall shareholder return from the transaction.

Implications for Apiam and Shareholders

Should the scheme proceed, Apiam will transition from a publicly listed company to a wholly owned subsidiary of Adamantem, marking a significant change in ownership and governance. For shareholders, the offer provides immediate liquidity at a premium price, with optional exposure to the new holding company through scrip alternatives.

The absence of financing or due diligence conditions in the scheme suggests a high level of transaction certainty, which may be reassuring to shareholders wary of deal risks. However, the final outcome hinges on the court’s approval and the formal tally of votes, expected to be announced shortly after the meeting.