Integral Diagnostics (ASX:IDX) has entered into a process deed in relation to a potential merger with Capitol Health (ASX:CAJ) by way of scheme of arrangement.
Following the Proposed Merger, Integral shareholders would own c. 63%, and Capitol shareholders would own around 37% of the combined group.
Capitol’s Board have confirmed that, subject to completion of confirmatory due diligence and entry into the Implementation Deed, each director intends to recommend to Capitol Shareholders to vote in favour of the Proposed Merger.
The announcement of the Merger Process Deed follows the provision of a non-binding indicative proposal by Integral to Capitol regarding the Proposed Merger and a subsequent period of collaborative engagement and value-confirming due diligence conducted between Integral and Capitol.
“We are pleased to have reached this milestone in respect of the Proposed Merger of Australia’s only listed pure-play diagnostic imaging practices,” Dr Ian Kadish, MD and CEO of Integral, said.
“The merger would create a scalable platform that would unlock significant value for stakeholders of both Integral and Capitol, including patients, doctors and shareholders. The potential combination of the two businesses is compelling and logical and would see us create a leading player in Australian and New Zealand diagnostic imaging, with the scope and scale to transform the industry.
“Integral has benefitted significantly from acquisitions over time and the Proposed Merger is one that would be transformative, driving a step-change in Integral’s scale, capabilities and clinical outcomes.
“We believe now is the right time to come together and we look forward to working closely with the Capitol team to agree and consummate this transaction that will better position both our businesses for the exciting future ahead.”
Capitol is a leading provider of diagnostic imaging modalities and related services to the Australian healthcare market. It operates 65 clinics throughout Victoria, Tasmania, Western Australia, and South Australia. While trading primarily under its flagship brand, Capital Radiology, it also trades as Imaging@Olympic Park, Radiology Tasmania, Fowler Simmons Radiology, Womens’ Imaging, Direct Radiology and Future Medical Imaging Group.
