A leaked presentation that appeared to have been from JSE-listed Ascendis Health caused an uproar among investors with accusations of underhanded tactics by the CEO and other stakeholders.
The brouhaha comes amidst Ascendis Health’s delisting process, where its CEO, Chris Neethling, leads a consortium to buy the company.
The social media storm started after a presentation with Acendis Health branding was shared on the social media platform X.
This came after the company announced in September 2023 that it is considering joining a string of other JSE-listed companies in delisting from the bourse.
In a cautionary announcement, the company informed shareholders that it has “initiated a process to investigate and progress a potential delisting of Ascendis from the JSE”.
It described this move as the next step in its strategy to unlock value and return capital to Ascendis shareholders.
While no offers have been made, the company has entered into discussions with a consortium led by ACN Capital IHC (Pty) Limited, which is owned and controlled by Neethling.
In November 2023, the consortium sent a letter to the Ascendis board confirming their intention to make an offer to acquire all of the company’s ordinary shares from shareholders who do not wish to remain invested in the company.
The exit offer is extended to all Ascendis shareholders looking to divest their interests as part of the delisting for a cash consideration of 80 cents per share.
The 80 cents per share that current investors will receive in taking the company private puts the value of Ascendis Health at R500 million.
The consortium consists of the following entities:
- ACN Capital, headed by Neethling
- Carl Andre Capital, of which Neethling is a director
- Dendrobium Capital, of which Neethling is a director
- Emfam Belleggins
- Kingston Kapitaal, of which Neethling is a director
- JVDM Trust
In the presentation, it stated that the group is internally valued at R1.1 billion. The reason this caused an uproar is that the R1.1 billion valuation is not advantaging current shareholders.
The presentation reads that there is a significant degree of certainty that more than R500 million will be returned to the buy-out shareholders within 12 months.
According to the leaked presentation, one of Ascendis businesses, Ascendis Consumer Brands, already has a buyer at an agreed-upon price of R320 million after it was taken private.
This accounts for only one of the eight remaining businesses owned by Ascendis Health. The remaining seven businesses are internally valued at around R730 million.
Current shareholders will not enjoy the benefits if these businesses are sold at these valuations after Ascendis is taken private.
Another reason for the uproar is that Neethling is the main beneficiary of this buyout should it be successful.
As Ascendis CEO, Neethling is expected to look after shareholders’ best interests. However, as a buyer, he will look to further his interest.
Following the uproar, Ascendis released a SENS announcement to shareholders, denying that the presentation shared on social media was a company document.
“The Independent Board can confirm that the X presentation is not a company document, has never been presented to the Ascendis board, nor has it been sanctioned by the Ascendis board,” the company said.
“The Independent Board also confirms that the X Presentation contains numerous factual inaccuracies and does not reflect the reality of the Ascendis group.”
“Furthermore, shareholders are advised that they should only place reliance on communication from the company that has been published by the company on SENS, its website or through an official channel.”
In correspondence with Daily Investor, Neethling said Ascendis is preparing a detailed response to this matter that will factually dispel the details included in the presentation.
“The details included in the document are significantly misleading and, in most cases, very far removed from the reality and, as a result, is grossly misleading,” he said.