Investor Centre

Scheme Information

Scheme Meeting

11.30am (AEST)
Thursday 1st August

Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000

The Directors strongly encourage that you vote.  Please read the Scheme Booklet in its entirety, including section 1 and the reasons why you might vote for or against the Scheme. Details as to how to vote at the Scheme Meeting are set out in Section 3 and Attachment A of the Scheme Booklet.

NDC proposed acquisition of Pacific Smiles via scheme of arrangement for $1.90 cash per share

  • Pacific Smiles has entered into a Scheme Implementation Deed with NDC BidCo Pty Ltd, a wholly owned subsidiary of NDC HoldCo Pty Ltd (which operates the National Dental Care centres) (NDC)
  • NDC proposes to acquire 100% of the shares in Pacific Smiles by way of scheme of arrangement for cash consideration of $1.90 cash per share (less the cash amount of any permitted dividend and plus any ticking fee)
  • The Pacific Smiles Directors unanimously recommend that Pacific Smiles shareholders vote in favour of the scheme, subject only to no Superior Proposal (defined in the Scheme Booklet) emerging and the Independent Expert not withdrawing or adversely changing its conclusion
  • The interests of the Pacific Smiles Directors are set out in Section 5.11 of the Scheme Booklet.
  • Deloitte Corporate Finance Pty Limited, the Independent Expert, has concluded the Scheme is fair and reasonable and therefore in the best interests of Pacific Smiles shareholders, in the absence of a superior proposal
  • Section 1 of the Scheme Booklet outlines the key considerations relevant to your vote on the Scheme,  including  the  reasons  for  the  Pacific Smiles Directors’  recommendation  and  reasons why  Pacific  Smiles Shareholders might vote in favour of or against the Scheme Resolution.
  • The Directors strongly encourage you vote on the Scheme. Pacific Smiles shareholders should carefully read the Scheme Booklet in its entirety, including the materials accompanying it, before making a decision on whether or not to vote in favour of the Scheme.

Key Documents

Voting Your Shares

If you have any questions in relation to the Scheme Booklet or the Scheme, you should call the Pacific Smiles Shareholder Information Line on 1300 367 804 (within Australia) or +61 2 9066 6162 (outside Australia) any time between 8:30am and 5:30pm (AEST) on Monday to Friday (excluding public holidays).