Symbion Health (SYB) has said it will reconsider its rejection of the $2.65 billion takeover offer from Primary Health Care in the event that Primary receives a majority interest and the offer is declared unconditional.
"In the event that Primary achieves interests in Symbion Health of greater than 50.1% and declares its offer unconditional, the Symbion Health board will reconsider its recommendation in light of the lifting of conditions, effective control of Symbion Health passing to Primary, and current sharemarket conditions," Symbion said in a statement today.
Yesterday Primary released an all-cash offer of $4.10 per Symbion share, which it claimed was its final offer and would not be increased.
In a long-running game of cat and mouse, Symbion previously unanimously recommended that shareholders reject Primary's bid saying it did not provide an adequate sharing of the benefits available to Primary from gaining control of the company and was highly conditional.
Yesterday Primary said it would declare its takeover bid for Symbion unconditional if it gains an interest in Symbion of 50.1% by early next week.
Today, Primary revealed that it had a 44.63% interest in Symbion shares – including acceptances under the offer and acceptance instructions under an institutional acceptance facility.
Symbion said today that Primary still did not have certain funding to pay shareholders who accept the offer. This is because the underwriters for the equity funding of the offer had reserved their rights to terminate as a result of market falls that occurred in January.
"Primary has also not decided whether to waive the index decline condition in its Offer, which it claims was also triggered by those market falls," Symbion said.
"Symbion Health has requested clarification from Primary in relation to these matters in the context of its intention to declare the Offer unconditional."
Late in 2007, Primary said it would declare its offer unconditional should it achieve acceptances of 50.1%. However, it failed to achieve this target by the designated deadline.
Since then, Primary has been continued to slowly build its interest in Symbion since the sharp fall in the stock market this year.
Symbion shares were up by 2 cents or 0.5% to close at $4.03. Primary was down by 18 cents or 1.68% at $10.52.
