Madison Dearborn Partners, LLC made a non-binding indicative proposal to acquire the remaining 71% stake in APM Human Services International Limited for AUD 1 billion from Key Rolling Shareholders.
April 07, 2024
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Madison Dearborn Partners, LLC made a non-binding indicative proposal to acquire the remaining 71% stake in APM Human Services International Limited (ASX:APM) from Key Rolling Shareholders for AUD 1 billion on April 5, 2024. As of May 31, 2024, Madison Dearborn Partners, LLC has entered into a Scheme Implementation Deed to acquire remaining 71% stake in APM Human Services International Limited by way of a scheme of arrangement in accordance with the requirements of the Corporations Act 2001 (Cth) (Scheme). Under the Scheme, APM shareholders will receive AUD1.45 cash per APM share (Cash Consideration). Eligible APM shareholders will have the option to receive either 90% or 100% of the consideration in unlisted shares in the acquisition entity (Scrip Alternatives). APM shareholders that do not elect to receive either of the Scrip Alternatives will receive the Cash Consideration. APM Break Fee an amount equal to AUD 13,470,000 and APM Partial Break Fee an amount equal to AUD 6,730,000.
The APM Independent Board Committee (IBC) unanimously recommends that APM shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an Independent Expert concluding and continuing to conclude that the Scheme is in the best interests of APM shareholders. The Scheme is subject to certain conditions, which must be satisfied or waived before the Scheme can be implemented i.e., an Independent Expert issuing an Independent Expert?s Report which concludes that the Scheme is in the best interests of APM shareholders (and not changing or withdrawing that conclusion); antitrust approval from Hart-Scott-Rodino Antitrust Improvements Act of 1976; approval of the Foreign Investment Review Board; approval of APM shareholders by the requisite majorities; approval of the NSW Supreme Court; certain APM shareholders electing to receive the Scrip Alternatives in respect of all of their shares; and certain other customary conditions. The Scheme is not subject to any financing condition. Under the SID, APM will be subject to exclusivity obligations, including no continuing discussions, no shop, no talk and no due diligence obligations (the latter two subject to a fiduciary exception), notification obligations and a matching right. Implementation of the Scheme is expected to occur in October 2024.
Goldman Sachs & Co. LLC acted as financial advisor and Allens acted as legal advisor to Madison Dearborn Partners, LLC. APM is being advised by financial advisor UBS Securities Australia Limited and legal advisor Gilbert & Tobin.
APM Human Services International Limited is an Australia-based health and human services provider. The Companyâs services include assessments; allied health and psychological intervention; medical, psycho-social and vocational rehabilitation; vocational training and employment assistance; and community-based support services. The Companyâs segments include ANZ (including Australia and New Zealand), North America (including Canada and the United States), and the Rest of World. ANZ includes employment services, health and wellbeing, communities and assessments, disability and aged care support services. North America includes employment services and health and wellbeing. The Rest of World includes employment services, health and wellbeing, communities and assessment. The Company, with 1700 sites, operates in 11 countries, including Australia, the United Kingdom, Canada, United States of America, New Zealand, Germany, Switzerland, Sweden, Spain, Singapore, and South Korea.
Madison Dearborn Partners, LLC made a non-binding indicative proposal to acquire the remaining 71% stake in APM Human Services International Limited for AUD 1 billion from Key Rolling Shareholders.
APM HUMAN SERVICES INTERNATIONAL LIMITED 
