Elite shareholders await verdict on $1.60 bid
ELITE Diagnostic Limited shareholders will have to wait until November 17 for the board’s recommendation on a $1.60-a-share cash offer from Resource Assets Limited, the St Lucia-registered investor that amassed a 49.80 per cent stake in the medical imaging company before bidding for the rest.
Elite said on Monday that it needed more time to obtain a specialist valuation of some of its equipment and for its independent financial adviser to complete an opinion on whether the offer is fair and reasonable. The board now plans to publish and send its recommendation to shareholders by November 17, less than two weeks before the offer is scheduled to close on November 30.
“The Directors’ Circular will contain the Board’s recommendation on whether shareholders should accept or reject the Offer,” the notice said.
The bid follows months of trading that reshaped ownership of the Junior Market-listed company, which provides MRI, CT scans and X-rays. In early October, Elite disclosed that a single shareholder had held more than 50 per cent of its issued ordinary shares between October 2 and 6 before the holding fell to about 38 per cent.
The company subsequently identified Resource Assets and Navy Inc. as its two largest shareholders, with stakes of 49.80 per cent and 20.96 per cent, respectively, as at October 23. At the time, both told Elite they had bought their shares as long-term investments, had no intention of acquiring more and were acting independently.
But just days after, Elite received a takeover offer from Resource Assets. The bidder proposed paying $1.60 in cash for each share it did not already own, subject to regulatory approvals and other conditions. Elite said an independent committee of the board was reviewing the terms with legal and financial advisers and asked shareholders to wait for its recommendation before taking any action.
Under Jamaica’s takeover rules, Elite had seven days from receipt of the bid to issue a directors’ circular, which must include a professional valuation of its fixed assets. The company said it had informed the Financial Services Commission and the Jamaica Stock Exchange of the revised timetable.
“The Board considers that shareholders should have the benefit of both the valuation and the independent opinion before deciding whether to accept the Offer,” Elite said in its November 9 notice.
The circular should also give shareholders an indication of where Navy stands. Takeover rules require the directors to disclose whether known holders of more than 10 per cent of the voting rights have accepted or intend to accept the bid. If Navy were to sell its full stake, Resource Assets would hold about 70.76 per cent based on the October 23 shareholdings, even before any other shareholders sold.