BGH Capital Fund I, managed by BGH Capital, entered into an unsolicited, non-binding indication of interest to acquire remaining 79.98% stake in Virtus Health Limited (ASX:VRT) for approximately AUD 490 million on December 14, 2021. BGH Capital will acquire all shares at price of AUD 7.1 per share. BGH has stated that its offer price will be offered to all Virtus shareholders entirely in cash, and that it also proposes to provide a cash and scrip alternative to major fertility specialist shareholders and certain other affiliated shareholders to enable them to continue their investment in Virtus. BGH made a revised proposal of AUD 7.65 per share on February 28, 2022. BGH made a revised proposal of AUD 8 per share on April 6, 2022. As of May 25, 2022, BGH Capital increased the offer price to AUD 8.15 per share. As of June 13, 2022, BGH Capital increased the offer price to AUD 8.155 per shares, which includes 30 cents per shares dividend announced on June 13, 2022, resulting in offer per share to AUD 7.855 per share. Upon acquisition of 90% or more stake in Virtus, BGH will proceed with compulsory acquisition, on the same terms as offer. BGH intends to fund the acquisition through a combination of equity and debt financing. As of May 30, 2022, BGH's voting power has increased to more than 50% in Virtus Health. Equity financing will come from BGH Fund I, and BGH advises that they have received highly confident debt financing letters from a number of institutions to support a binding proposal.

BGH's proposal is conditional on entering into an agreed scheme implementation agreement with Virtus, the satisfactory completion of due diligence, no objection from the Foreign Investment Review Board, Virtus not selling or agreeing to sell any material assets, no material change to Virtus' assets or prospects, no material change to financial markets, finalisation of debt commitments for a binding proposal, final approval to submit a binding proposal from BGH's investment committee and unanimous recommendation by the Board of Directors of Virtus to vote in favour of the scheme in the absence of a superior proposal and subject to an independent expert concluding that the proposal is in the best interests of Virtus shareholders. As of April 6, 2022, the FIRB approved the transaction. As on January 20, 2022, CapVest made a competing bid for AUD 7.60 per share, valuing the company at around AUD 605 million. As of February 2, 2022, BGH has taken umbrage at the exclusivity period Virtus granted CapVest to complete due diligence as well as the AUD 4 million break fee, claiming it is uncompetitive, among other elements of the deal. CapVest Partners LLP made a revised proposal of AUD 7.8 per share on March 1, 2022, which deemed superior. As of May 18, 2022, the takeovers panel has declined to conduct proceedings on a review application dated May 10, 2022, in relations to its competing proposal. As of May 25, 2022, Virtus Board strongly recommends that Virtus shareholders take no action in respect of the Revised BGH Offer before Virtus provides its further update. The Virtus Directors unanimously recommend that Virtus Shareholders accept the Increased
BGH Offer. The offer is scheduled to close on May 20, 2022. As of May 12, 2022, the offer period has been extended till May 27, 2022, unless withdrawn or further extended. As of May 19, 2022, the offer period has been extended till May 31, 2022, unless withdrawn or further extended. As of May 31, 2022, the offer period has been extended till June 13, 2022, unless withdrawn or further extended. As of June 13, 2022, the offer period has been extended till June 27, 2022.

Jefferies (Australia) Pty Ltd acted as financial advisor and Gilbert and Tobin acted as legal advisor to Virtus Health Limited. Tom Story and Emin Altiparmak of Allens acted as legal advisor, UBS Securities Australia Ltd acted as financial advisor and Computershare Investor Services Pty Limited acted as share registrar of BGH.

BGH Capital Fund I, managed by BGH Capital, completed the acquisition of remaining 79.98% stake in Virtus Health Limited (ASX:VRT) on June 27, 2022.