Australian Clinical Labs Limited (ASX:ACL) expressed its intention to acquire Healius Limited (ASX:HLS) from Tanarra Capital Australia Pty Ltd, Perpetual Investment Management Ltd and others for AUD 1.5 billion on March 20, 2023. Australian Clinical Labs Limited will issue 0.74 shares for each share of Healius. Australian Clinical Labs Limited will acquire around 570 million ordinary shares, approximately 34.7 million Healius Options, approximately 4.65 million Healius Performance Rights, approximately 0.02 million Healius Share Rights, approximately 0.22 million Healius Employee Service Rights and approximately 0.02 million Healius Service Rights. ACL will fund its transaction costs in connection with the Offer using its existing cash reserves. The transaction is subject to Approval by FIRB and ACCC. The transaction is subject to approval by shareholders of ACL. The transaction has a minimum tender condition of 90% acceptance. As of March 20, 2023, the board of HLS recommends the shareholders to take no action. The offer is scheduled to commence in April 2023, and close on September 29, 2023. As of March 26, 2023, Two of Healius?s biggest shareholders have declared they will not support the deal. As of March 29, 2023, Healius Limited has submitted an application to Takeovers panel asking for some interim and final orders relating to transaction such as : Healius seeks interim orders, pending the final determination by the Panel, that ACL be restrained from dispatching the Bidder?s Statement, lodging a supplementary or replacement bidder?s statement in relation to the matters raised in the application and sending or making any communications with Healius shareholders in relation to the matters raised in the application. Healius seeks final orders including that ACL makes amendments to the Bidder?s Statement in the form of a replacement bidder?s statement to address the matters raised in the application and ACL issues announcements to ASX correcting misleading disclosures made in certain ACL announcements. As of April 17, 2023, The Takeover Panel concluded that there was no reasonable prospect that it would make a declaration of unacceptable circumstances. Accordingly, the Panel declined to conduct proceedings. A scheme meeting will be conducted on September 19, 2023, to obtain the approval of ACL shareholders. As of July 20, 2023, The ACCC has outlined significant preliminary competition concerns, The ACCC is concerned that the proposed acquisition would be likely to substantially lessen competition in Australian pathology services markets, the offer period has been extended to November 17, 2023. Healius Board?s continued recommendation that Healius shareholders REJECT the Offer on September 5, 2023. As of September 14, 2022, Australian Clinical Labs has rescheduled its investor meeting to November 7, 2023, as it awaits the competition regulator?s verdict on the deal. The Australian Competition & Consumer Commission is expected to deliver its final decision on the one-sided proposed merger on October 12, 2023. As of September 22, 2023, the date on which the ACCC expects to announce its final decision in respect of the Proposed Merger will be delayed. The ACCC has not yet publicly stated or advised ACL of its new expected decision date. As of October 9, 2023, the Offer is free from that the Healius Group?s free cash flow less growth capex for FY23 is not less than AUD 250.0 million and Healius not making any voluntary changes to its accounting policies in preparing the Healius FY23 Financial Statements and Breaches of certain Conditions. As of November 1, 2023, ACL has determined to further extend the end of the Offer Period until February 29, 2024. As of December 15, 2023, The ACCC has decided to oppose the proposed acquisition of Healius by Australian Clinical Labs. ACL intends to apply to ASIC for consent to the withdraw its proposed takeover offer for Healius. If consent is not granted, the takeover offer will lapse at on February 29, 2024. Accordingly, the takeover offer will not be proceeding.

Goldman Sachs Australia Pty Ltd acted as financial advisor to Australian Clinical Labs Limited and will be paid a fee of AUD 15 million, and Gilbert and Tobin acted as legal advisor to Australian Clinical Labs Limited and will be paid a fee of AUD 1.5 million. Gresham Advisory Partners Limited acted as financial and King & Wood Mallesons acted as legal advisor to Healius Limited.

Australian Clinical Labs Limited (ASX:ACL) cancelled the acquisition of Healius Limited (ASX:HLS) from Tanarra Capital Australia Pty Ltd, Perpetual Investment Management Ltd and others on December 22, 2023.