Bolton Clarke lobs $326M offer for Japara, pipping Calvary’s takeover bid

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Two of Australia’s largest Not For Profit aged care providers appear set to battle it out for the ASX-listed Japara Healthcare after Bolton Clarke threw in a new $1.22 per share offer – two cents more than Calvary’s revised offer – for the aged care provider out on Tuesday.

Japara is one of Australia’s largest private residential aged care operators, with over 4,400 beds across 51 homes in Victoria, New South Wales, Queensland, South Australia and Tasmania.

As we reported here last week, Calvary had raised its initial $1.04 offer to $1.20 per share, leading Japara to open its books for due diligence.

Like Calvary, Bolton Clarke is looking to acquire 100% of Japara’s shares through a Scheme of Arrangement – and has likewise been granted due diligence.

“The board has determined that it is appropriate to offer Bolton Clarke due diligence access so that Bolton Clarke can develop a binding proposal,” Japara said in a statement to the market.

“This is consistent with the due diligence access provided to Little Company of Mary Health Care Ltd.”

The offer would be adjusted downwards to account for any dividend declared prior to implementing a scheme, they added.

Bolton Clarke Chairman Pat McIntosh AM CSC

Bolton Clarke’s bid is also dependent on binding finance arrangements with third parties and a unanimous recommendation by all of Japara’s Directors.

Bolton Clarke has similar scale to Calvary, with 24 aged care homes, 25 retirement villages and over 43,000 home care clients across Australia.

So, both operators have the balance sheet – and the expansion plans – to help make the transaction happen.

Bolton Clarke declared last year that it wanted to double in size by 2025, while Calvary National CEO Martin Bowles says the organisation is also looking to “further establish our integrated care model across residential, community and hospital services.”

“We look forward to engaging further with Japara Healthcare about our offer,” he said about the due diligence.

If either bidder proves successful, they will have a long road ahead of them.

Integrating 51 homes into an existing portfolio would likely take three to four years and a significant investment in resources and staffing across IT, workforce, clinical care and finance.

What will be the final cost – and is the price right?

It’s a point we will be discussing in this week’s issue of SATURDAY, in your inbox at 6am on Saturday, 19 June. A reminder that non-subscribers only receive 50% of SATURDAY – subscribe here to enjoy the full issue.

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