MBF takes another major step towards demutualisation and merger with BUPA Australia
Release date: 8 February 2008
MBF Australia Limited ("MBF") has taken another significant step towards the proposed $2.41 billion demutualisation and merger with BUPA Australia.
At a meeting in Sydney today, the MBF Council - the representative body comprising MBF Directors and regular Contributors -- approved amendments to MBF’s constitution to enable the proposal to proceed to a vote of MBF contributors.
If eligible MBF contributors approve the BUPA Australia proposal and the other conditions to the BUPA Australia proposal are met, contributors will receive a cash payment based on the type and membership scale of their policy and length of tenure.
MBF Chairman, Mr John Conde, said MBF Council’s approval of the constitutional amendments was an important milestone in the demutualisation and merger process.
"It means that eligible MBF contributors will have an opportunity to vote on a proposal that the Board believes offers greater certainty than the original proposal for listing," Mr Conde said.
"The proposed merger with BUPA Australia makes a lot of strategic sense for MBF, with its strong position in New South Wales, Queensland and Tasmania combined with BUPA Australia’s strong position in Victoria and South Australia. They complement each other geographically, strategically and in their business activities and customer focus.
"MBF and the BUPA Australia brands HBA and Mutual Community share a similar heritage of being committed to ensuring access to private health care services to Australians for over 60 years.
"Bringing MBF and BUPA Australia together will result in strong and trusted health insurance brands operating in each State achieving MBF’s long-held goal of becoming a truly national participant in the private health insurance industry."
Under the BUPA Australia proposal, John Conde will be chairman of the merged group with three directors each from MBF and BUPA Australia.
MBF Managing Director and Chief Executive Officer, Mr Eric Dodd, will be managing director of the combined group to guide the implementation of the merger and then has been invited to become a non-executive director.
Mr Dodd said the BUPA Australia proposal was financially superior to listing, particularly in the current volatile market conditions.
"MBF and BUPA Australia combining to establish a competitive national organisation will pave the way for business opportunities to further assist Australians in addressing their health and lifestyle security needs," Mr Dodd said.
"Implementation of the merger is a significant step in the consolidation of the private health insurance industry at a time when this has never been more desirable or essential."
An Information Memorandum containing details of the BUPA Australia proposal and instructions on how to vote is expected to be sent to all eligible MBF contributors in April 2008. This document will also include an estimate of the cash payment that eligible MBF contributors will receive if the BUPA Australia proposal is implemented.
A Scheme meeting to vote on the BUPA Australia proposal is due to be held in May 2008.
Media Contact: David Jones MBF Public Affairs 0417 232 246
About MBF:
MBF is Australia’s largest, non-government private health insurer covering nearly 2 million people. MBF provides private health insurance throughout Australia and is the number one or number two private health insurer in Queensland, New South Wales, Tasmania and the Northern Territory. In addition to its core private health insurance business, the MBF group of companies offer life and travel insurance as well as financial planning services through ClearView Retirement Solutions.
About BUPA Australia:
BUPA Australia is the second-largest, non-government private health insurer after MBF, covering more than 1 million people. Its private health insurance businesses are HBA and Mutual Community. HBA is ranked second to Medibank Private in Victoria and Mutual Community is the number one private health insurer in South Australia. BUPA Australia is part of the international BUPA Group, a leading healthcare company serving over 8 million customers.
