The already-heated takeover battle for IVF provider Virtus Health has taken another twist

Virtus Health has released a target statement attacking the most recent bid of $8 per share from BGH Capital.

Virtus Health chairperson Sonia Petering.

The already-heated takeover battle for IVF provider Virtus Health has taken another twist, with the company alleging that one of its private equity suitors has sent out inaccurate and misleading information to investors.

Virtus, which has recommended shareholders accept an offer from UK group CapVest Partners, released a target statement Tuesday attacking the most recent competing bid of $8 per share from Melbourne-based BGH Capital.

“The Virtus board considers that BGH’s bidder’s statement contains material inaccuracies and omitted material information that was known to BGH when it dispatched its bidder’s statement to Virtus shareholders,’’ chairperson Sonia Petering wrote.

“It compares the BGH Offer to an earlier CapVest proposal and not the one which is currently available to Virtus shareholders and provides misleading information about the risks associated with the CapVest transaction which no longer apply.

Virtus chairperson Sonia Petering

“It omits material information that you need to make a fully informed decision about whether to accept the BGH Offer, particularly in circumstances when the superior CapVest Transaction is available to Virtus Shareholders.

“Accordingly, your Directors encourage you to take great care when reading BGH’s bidder’s statement and the first supplementary bidder’s statement and recommend that you only make a decision in relation to the BGH Offer after you have read this target’s statement in full.’’

The Virtus board has unanimously urged investors to accept the offer from CapVest, which would pay them either $8.15 or $8.10 per share depending on whether or not a scheme of arrangement is approved.

A BGH spokesman declined to comment Tuesday about the allegations of incorrect information being distributed to shareholders.

But BGH has previously maintained that tax considerations make their cash bid superior and noted that Deloitte, the independent expert selected by Virtus, has described their offer as “fair and reasonable’’ without regard to rival bids.

BGH, which complains that it has been prevented from doing due diligence on Virtus, also stress that their off-market and unconditional bid is more certain than the conditional offer from CapVest.

BGH already has a 19.9 per cent stake in Virtus, meaning it will be very difficult for CapVest to get the scheme of arrangement over the line.

Given the scheme may not get through, BGH has made clear that there are risks under the Capvest proposal that shareholders could remain as minority stakeholders in Virtus.

The bidding war for Australia’s biggest IVF provider kicked off in mid-December when Virtus received an unsolicited and non-binding “indication of interest’’ from BGH of $6.98 per share.

Since then, a total of eight different proposals have lobbed from the two private equity groups.

Tension flared up last month over a BGH bidders’ statement issued on April 6 but only posted to investors about two weeks later.

Even though Virtus has made its position clear in the absence of a superior offer, BGH distributed its bidders’ statement to shareholders without including the latest competing bid lobbed by CapVest.

Originally published as The already-heated takeover battle for IVF provider Virtus Health has taken another twist