Australia’s healthcare sector has become a battleground for Canadian institutional investors and pension funds as four groups seek a stake in the country’s second-largest private operator.
On Monday, Healthscope attracted an AUD4.35bn (€2.74bn) unsolicited bid from Brookfield Asset Management. Last week, Northwest Healthcare Properties REIT independently acquired a strategic stake in the trust for AUD416m for a 10.1% stake, giving it a voice in any takeover move.
These moves come as Canada Pension Plan Investment Board (CPPIB) and Ontario Teachers’ Pension Plan Board (OTTP) join a consortium including Singapore’s GIC to back an AUD4.1bn bid for Healthscope.
Northwest is now the second-largest investor in Healthscope after AustralianSuper, which has a 14% stake.
The initial bid for Healthscope was in late April from an Australian consortium, led by Australia’s largest superannuation fund, AustralianSuper, and private equity firm BGH Capital.
Market sources say Northwest is interested in the real estate holdings of the Australian company.
The listed Healthscope has 45 hospitals along with pathology operations across New Zealand, Malaysia, Singapore and Vietnam.
The votes of both Northwest and AustralianSuper will be crucial to whoever eventually wins the bid for Healthscope.
Brookfield is offering Healthscope shareholders AUD$2.50 a share, representing a 23% premium to the share’s closing price of $2.03 as at April 24, the last trading day before the announcement of the proposal from the BGH–AustralianSuper consortium.
The bid situation is complicated because AustralianSuper holds its own stake as well as being a part of the BGH-led consortium.
Among other things, Brookfield’s bid is conditional on having a “level playing field”.
This means Healthscope cannot grant BGH due diligence access unless it is agreed that AustralianSuper is not bound to vote its 14% stake against the Brookfield proposal if the rival bid is unanimously backed by Healthscope board.
The BGH-AustralianSuper consortium has responded to the Brookfield bid by saying that “consortium members have agreed to work together on an exclusive basis to develop a binding proposal to acquire all of the shares in Healthscope” and will do so despite any higher bid.
The consortium said it is not supportive of the Brookfield proposal and is not interested in rolling over into it.
AustralianSuper has agreed not to back any rival proposals, even if they are superior to the private equity group’s offer.
Given the super fund’s position, market sources now suggest that Brookfield could find it difficult to up its bid. They say the situation facing the Healthscope board has no precedent because of the structure of the BGH bid.
The BGH-AustralianSuper consortium bid has a six-month exclusivity arrangement, which means that a higher rival bid can be considered if it falls outside that period.
Healthscope’s board said it is continuing to assess the BGH-AustralianSuper offer – and has also begun to look at the Brookfield bid.