Global law firm Clifford Chance is advising Australian healthcare-focused private equity firm Genesis Capital and its associated company Beam Dental Bidco on an off-market takeover offer to acquire Pacific Smiles Group Limited. Pacific Smiles operates 136 dental centres across Australia with over 800 dentists providing services to patients.

Beam Dental Bidco has made a A$310 million offer for all shares of Pacific Smiles, pitched at A$1.95 per share in cash, with shareholders able to elect an all scrip alternative or a mixed cash and scrip alternative. On 11 November 2024, as well as increasing the offer price from A$1.90 to A$1.95, Genesis Capital declared the offer unconditional. The board of Pacific Smiles has unanimously recommended that its shareholders accept the cash offer. As at 13 November 2024, Beam Dental Bidco acquired voting power of 85.31% in Pacific Smiles, delivering Beam Dental Bidco control of Pacific Smiles.

Partner David Clee said, “We are proud to advise Genesis Capital and Beam Dental Bidco on achieving this milestone, and have been proud to advise them on their ownership of Pacific Smiles, which bolsters their strategy of growing Australian healthcare businesses. The offer for Pacific Smiles features a flexible stub equity structure and a bespoke debt funding package, both of which added significant flexibility to Beam Dental Bidco’s offer.”

The Clifford Chance team advised on the M&A and leverage financing aspects of the transaction. David led the M&A team on the transaction and was supported by counsel Nicole Backhouse, senior associate Anthony Yelavich, associates Will Lucas, Jae Ho Kim, Michelle Ma and graduate lawyers Callum Florance and Siena Casgrain.

Partner Elizabeth Hundt Russell, counsel Alex Sorgese, senior associate Isabella Bogunovich, associate Sachin Kinger and graduate lawyer Kate Procter advised on leverage financing aspects.