Abano mired in dispute with shareholder

Haley Van Leeuwen.
Haley Van Leeuwen.
Abano Healthcare appears to be stuck in gridlock as the company's biggest shareholder and former director, Peter Hutson, remains at loggerheads with the board.

Forsyth Barr broker Haley Van Leeuwen said yesterday the issue came down to Mr Hutson's decision on either accepting the offer to have his 50% stake in the Bay International business bought or making a formal takeover to purchase all of Abano.

''If the latter was to be pursued, the Abano board would need it to be at approximately $8.50 a share before they would be willing to allow due diligence on a full takeover to proceed,'' she said.

''What we are seeing here is boardroom warfare.''

The Abano board made a formal offer to Mr Hutson to buy his stake in Bay International at $12.9 million - offering him a premium on what he believed the business was worth, Mrs Van Leeuwen said.

Mr Hutson commission Kordamentha to critique an early valuation report by Grant Samuel of the Bay International business.

Bay International is the Australian and international audiology business owned 50-50 between Abano and Mr Hutson.

Kordamentha's report came to a valuation of $7.8 million for the 50% stake in Bay International versus the Abano board-commission report by Grant Samuel at $18.2 million.

''The Abano board has been quite strategic with the offer of $12.9 million as they are effectively trying to back Peter into a corner and force him to show his cards,'' Mrs Van Leeuwen said.

It emerged yesterday that Mr Hutson lobbied directors as early as last August to support the removal of Abano chairman Trevor Janes and change strategy at the health clinic investor.

Healthcare Industry and Steamboat Capital, the entities representing Mr Hutson and fellow rebel shareholder James Reeves, have given Abano until today to respond to a request for a shareholders meeting to rerun the vote on Mr Janes' election.

Messrs Hutson, Reeves and Archer Capital were rebuffed in an attempted takeover of the company and in turn this week rejected a $12.9 million cash offer from Abano to buy out the 50% of Bay International Mr Hutson owned.

Mr Hutson held ''at length one-on-one'' discussions with the company's non-executive directors in August last year where he ''expressed my concerns about the company's directions,'' and the attempted Archer Capital-backed takeover would have been ''a diplomatic solution to the problem,'' he said in a letter to Mr Janes on April 10.

The letter says he went public with his concerns in September, and since the aborted takeover had approached deputy chairwoman Susan Paterson ''seeking to discuss continuing underperformance and rapidly deteriorating standards of corporate governance''.

He had wanted to ''discuss the state of the company and specifically your position.''

Mr Hutson released the letter in response to Abano's April 10 statement ''that Hutson/Reeves continue to refuse to engage with the board, despite numerous invitations to meet with the full Abano board and/or board representatives.''

Mr Hutson said he repeatedly sought meetings with Mrs Paterson, but without success.

''It represents a new low in Abano's ethics for which Mr Janes is accountable,'' Mr Hutson said in a statement.

Abano, and Mr Janes himself, have ruled out a rerun of the vote and, at this stage, Messrs Hutson and Reeves have only called for the meeting, without starting the process required for a meeting to be held.

An extraordinary general meeting can be called at the request of 5% of a company's shareholders, which the pair's 19% stake exceeds.

They have nominated May 27 for a shareholders' meeting.

The shares were unchanged at $6.40 yesterday, and have edged up 0.5% this year.

- Additional reporting by BusinessDesk

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