Highlights
- Merger Completion: Integral Diagnostics (ASX:IDX) has completed its merger with Capitol Health (ASX:CAJ) through a scheme of arrangement.
- Scheme Consideration: Capitol shareholders received 0.12849 Integral shares for each Capitol share held.
- Board Changes: Capitol’s Laura McBain and Dr. Kevin Shaw have been appointed to Integral’s Board.
- Debt Refinancing: Integral refinanced its debt facilities, securing $450 million in committed facilities.
- Delisting: Capitol Health will be delisted from the ASX, effective 23 December 2024.
Integral Diagnostics Limited (ASX:IDX) has officially implemented its merger with Capitol Health Limited (ASX:CAJ) via a scheme of arrangement, effective today. As part of the merger, all Capitol shares have been transferred to Integral, and eligible Capitol shareholders have been issued new Integral shares at a ratio of 0.12849 Integral shares per Capitol share. The newly issued shares are expected to begin trading on the ASX from 23 December 2024.
Scheme Consideration Details
Capitol shareholders who did not elect to receive new Integral shares will be paid a cash equivalent to the market value of the shares they would have received, expected to occur on or around 24 December 2024.
Board Changes
Following the completion of the merger, Integral has appointed two Capitol directors to its Board:
- Laura McBain: Non-Executive Director, with extensive experience in executive leadership, having previously held roles at Bellamy’s Australia, Maggie Beer Holdings, and Lark Distilling.
- Dr. Kevin Shaw: Non-Executive Director, a highly qualified radiologist and Director of Medical Imaging at University Hospital Geelong.
Integral’s Chair, Toby Hall, welcomed the new board members, emphasizing their roles in driving business and cultural integration following the merger. Dr. Shaw’s expertise in medical leadership is also expected to strengthen Integral's capabilities.
Delisting and Debt Refinancing
Capitol Health will be delisted from the ASX on 23 December 2024. Integral has also completed the refinancing of both its own and Capitol’s debt facilities, establishing a new debt structure that reflects the company’s enhanced scale. The new structure includes committed facilities totaling $450 million, with an additional $200 million available under an uncommitted accordion feature.
With these steps, Integral Diagnostics is positioning itself for continued growth and operational efficiency following the successful merger with Capitol Health.