The Healthscope Offer
April 2007
Strictly Private and Confidential
Table of Contents
1. Executive Summary 1
2. Valuation of Symbion 3
3. Analysis of Offer 7
4. Offer Pricing Strategy 10
5. Healthscope Contingencies 13
6. Scenario Analysis 15
7. Next Steps 17
8. Appendix
I. Industry Overview
II. Symbion
III. Valuation
IV. Synergies
V. Bid
20
22
25
30
34
1. Executive Summary
1
Executive Summary
Healthscope’s offer should be rejected as it significantly undervalues Symbion.
Valuation of Symbion Symbion valued as a standalone entity at $4.60
Analysis of Offer Minimum offer significantly undervalues Symbion
Offer contains onerous terms and conditions precedent
Symbion Response Recommend rejection of current Healthscope offer
Aim to secure a price floor of $4.60 for Symbion
Healthscope Contingencies
May revise offer and propose an amended Scheme of Arrangement
May undertake a hostile takeover
Scenario Analysis Choose appropriate strategy based on Healthscope’s response
Next Steps Implementing our recommendation
2
2. Valuation of Symbion
3
Indicative Valuation
4
Synergies
Enterprise Value 2007F EV / EBITDA
Valuation Measure Price per Share (A$) Low High Low High
Market Valuation
6 Month Trading Range 2,409 3,203 9.5 x 12.7 x
Trading Comps - EV / 2007F EBITDA 2,816 3,067 11.1 x 12.1 x
Transaction Comps - EV / LTM EBITDA 3,145 3,397 12.4 x 13.4 x
DCF Valuation
Symbion 3,016 3,377 11.9 x 13.3 x
Indicative Bid Valuation
Pre-Bid 3 Month VWAP¹ + (31.5% premium) 2,687 3,397 10.6 x 13.4 x
Broking Analyst Price Targets 3,009 3,171 11.9 x 12.5 x
$4.30
$4.09
$4.60
$4.90
$4.60
$4.25
$3.07
$3.70
$4.21
$4.01
$3.50
$4.00
Pre-bid 3 Month VWAP: $3.50
Advised SYB Price: $4.60
Discounted Cash Flow
5
Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12 Jun-13 Jun-14Cash flowsEBIT 173.7 210.3 280.1 294.5 316.8 319.8 317.9 332.4 347.5Tax on EBIT (52.1) (63.1) (84.0) (88.4) (95.0) (95.9) (95.4) (99.7) (104.3)NOPAT 121.6 147.2 196.0 206.2 221.7 223.9 222.5 232.7 243.3Dep&Amort 49.3 42.7 46.4 51.2 46.8 48.9 51.1 53.4 55.8Capex (61.4) (44.1) (48.2) (51.2) (46.8) (48.9) (51.1) (53.4) (55.8)Change in Working Capital 0.0 1.7 (2.6) 1.5 1.0 1.3 1.7 0.5 0.5FCF To Firm 109.5 147.5 191.7 207.7 222.8 225.1 224.2 233.1 243.8Terminal Value 3,610.8Total Cash Flow 109.5 147.5 191.7 207.7 222.8 225.1 224.2 233.1 3,854.5
Discount Factor from mid year n/a 1.0321 0.9385 0.8535 0.7762 0.7059 0.6419 0.5838 0.5309Discounted Cash Flow n/a 152.3 179.9 177.3 172.9 158.9 143.9 136.1 2,046.4
Output Terminal valueValuation Date 30 Apr 07 Terminal growth 3.00%PV of Annual Cash Flows 1,121.3 35.4%PV of Terminal Value 2,046.4 64.6%NPV 3,167.7Net Debt 414.0Equity Value 2,753.7Number of Shares 645.5Implied Share Price 4.27Current Share Price 3.50Premium to Share Price 21.9%
$4.27 2.50% 2.75% 3.00% 3.25% 3.50%9.45% $4.37 $4.49 $4.62 $4.77 $4.929.70% $4.21 $4.32 $4.44 $4.57 $4.719.95% $4.06 $4.16 $4.27 $4.39 $4.51
10.20% $3.91 $4.01 $4.11 $4.22 $4.3310.45% $3.78 $3.87 $3.96 $4.06 $4.17
Terminal Growth
WA
CC
Synergy Analysis
Synergies of c$74.2m are estimated to accrue from the transaction.
6
Estimated cost synergies
Area Estimated Quantity pa ($m) Details
Pathology cost synergies 68.9 Laboratory consolidation Procurement of consumables Rationalisation of pathology support functions
Corporate cost synergies 5.3 Rationalisation of firm-wide corporate functions Costs saved from de-listing Symbion Costs saved from using a common IT platform
74.2Total
Implementation costsTimeline for pathology synergies
Costs(1) ($m) Details
51.6 Implementation costs relating to
pathology lab synergies
(1) One-off implementation cost staggered over three years
3. Analysis of Offer
7
Offer Price and TermsIn addition to undervaluing Symbion, Healthscope’s offer has attached to it undesirable terms and conditions precedent.
8
Implied Offer Price Terms and Conditions Precedent
Comments
Management Structure
Seek to retain 1-2 Symbion Board members in MergeCo
Exclusivity Period & Break
Fee
Symbion directors should be allowed to consider better third-party proposals that maximise shareholder value
Break fee acceptable
Regulatory Approval
ACCC anti-competition concerns for pathology business in Victoria
IAC Debt Commitment
Undesirable to have IAC debt commitment as a hurdle requirement
CGT Roll-over Relief
CGT roll-over relief available for the scrip component of the offer
Healthscope VWAP
<$5.30(1) $5.30 - $5.60
$5.60 - $6.06
$6.06 - $6.51
>$6.51
Exchange Ratio
-0.4642 – 0.4393
0.43930.4393 – 0.4086
0.4089
Pro-forma SYB Ownership
-55.9% –54.5%
54.5%54.5% – 52.7%
52.7%
Implied Value
- $4.30$4.30 – $4.50
$4.50 $4.50
(1) As a Healthscope VWAP of $5.30 is a condition precedent, anything lower would not result in the offer going ahead
Offer Characteristics
There are several concerns for Symbion shareholders with the Healthscope offer.
9
Attraction Concerns
Contribution Ratio
Symbion receives a proportionally higher ownership stake in MergeCo given its EBITDA contribution
Business Scale and Mix
Symbion shareholders who elect to receive a scrip component have exposure across 4 different market segments
Form of Consideration
Individual shareholders have flexibility to maximise cash consideration or scrip consideration
Offer Price Offer price significantly undervalues
Symbion
Uncertainty of Consideration
Price floor of $4.30 due to double collar
But exact value of consideration is uncertain
Volatility of MergeCo’s
Price
Potential for volatility in MergeCo’s price post-transaction
An oversupply of MergeCo shares will exert downward pressure on price
Integration and Synergy Risks
Long-term success of MergeCo predicated on the full realisation of synergies
No guarantee that Healthscope will be able to integrate Symbion successfully
4. Offer Pricing Strategy
10
Fair Value of Symbion
Minimum price acceptable to Symbion is $4.60.
11
Maximise Shareholder
Value
Board owes duty to shareholders to only accept offers that maximise shareholder value
Scheme proposal implies payment of full value for Symbion to ensure a friendly transaction
Era of Consolidation Coming to an
End
Potentially the last available acquisition in the healthcare industry due to sector consolidation
A higher price will be sought to take advantage of the opportunity
Future Prospects
Symbion has significant market share in each of its business divisions
Spare debt capacity to fund future growth
Strong industry growth prospects (eg due to ageing population)
Valuation Offer Price Considerations
Synergies
Enterprise Value
Valuation Measure Price per Share (A$)
Market Valuation
6 Month Trading Range
Trading Comps - EV / 2007F EBITDA
Transaction Comps - EV / LTM EBITDA
DCF Valuation
Symbion
Indicative Bid Valuation
Pre-bid 3 Month VWAP¹ + (31.5% premium)
Analyst Price Targets
$4.30
$4.09
$4.60
$4.90
$4.60
$4.25
$3.07
$3.70
$4.21
$4.01
$3.50
$4.00
Pre-bid 3 Month VWAP - $3.50
Advised SYB Price - $4.60
Healthscope Offer Determinants
It is unlikely that Healthscope will be prepared to pay more than $4.60.
12
EPS Accretion /
Dilution
Difficult for Healthscope to sell a dilutive offer to its shareholders
Scrip of merged entity more attractive than that of Symbion on an EPS basis
Synergies
Value of deal is synergy-driven
Offer of $4.60 provides buffer for EPS dilution from synergy risk
Merger of Equals
Opportunity for Symbion shareholders to participate in synergies of the transaction
Resulting ownership of MergeCo in favour of Symbion shareholders(2)
Offer price considerations(1)
(1) Analysis assumes cash portion of bid is fully funded by debt (i.e. 40% debt, 60% scrip)(2) Symbion shareholders to own ~52% of MergeCo
Offer price $4.70Offer price $4.60
MergeCo versus Healthscope EPS accretion / dilution
MergeCo EPS comparison (offer of $4.60)
Earnings Per Share (cents) 2008F 2009F 2010FSymbion 26.4 28.6 31.8Healthscope 33.5 35.2 39.8MergeCo (Excl C&P) 31.3 36.0 44.8
-6.6%
2.2%
12.5%
(10.0%)
(5.0%)
0.0%
5.0%
10.0%
15.0%
2008F 2009F 2010F
-8.4%
-0.2%
10.6%
(10.0%)
(5.0%)
0.0%
5.0%
10.0%
15.0%
2008F 2009F 2010F
5. Healthscope Contingencies
13
Decision Tree Analysis
Rejection of the offer increases the chance for a favourable result for Symbion.
14
Recommendation Healthscope Response Likely Outcome
Reject Offer
Offer undervalues Symbion based on DCF and transaction comparables
Duty to maximise shareholder value
Revised Scheme
Proposal of scheme at $4.60 and implementing more favourable terms
75% threshold easier to achieve that 90% required for alternative hostile takeover bid
Hostile Takeover
At the same price and on same terms as scheme proposal
80% minimum for CGT rollover relief to be available for scrip portion
90% minimum acceptance condition
Transaction Successful
Board recommendation of revised scheme
Thorough due diligence undertaken
75% acceptance at scheme vote achieved
Unsuccessful Bid
Rejection of offer by Symbion board
Retail shareholders will follow recommendation of the board
Greater risk due to less reliable due diligence
90% minimum acceptance not reached
6. Scenario Analysis
15
Scenario Analysis
There are a number of scenario-based strategies that can be employed after rejecting the initial offer.
16
Description Strategy
Hostile Takeover Bid
Healthscope pursues an off market hostile takeover bid rather than proposing a revised scheme
Recommend Symbion shareholders reject the offer listing key reasons
May implement a takeover defence strategy such as a share buyback
Walk Away Healthscope abandons all plans of a merger
Acceptance of scheme proposal did not maximise shareholder value
Use available debt capacity to fund future growth
Interloper in a Revised Scheme
Healthscope offers a revised proposal and an interloper takes a blocking stake to prevent the merger
Revised proposal will require 75% acceptance of shareholders by votes and 50% by number
Maximum blocking stake is 19.9%
Pitch approval of the scheme to all shareholders
Superior Proposal by a Third Party
A superior proposal is put forward by a third party post-rejection of the scheme offer
Recommend if offer pays at least full value for Symbion pending analysis of offer consideration
7. Next Steps
17
Next Steps
18
Reject offer and provide reasons to Symbion shareholders
Analyse any revised offers from Healthscope
Accept new offer or proceed with defence strategies
8. Appendix
19
Appendix I – Industry Overview
20
Key players
Salient features
Major customer bases are referring doctors and hospitals
Medicare rebates accounted for c93% of total industry revenue
Existing Medicare Agreement caps funding growth at 5%pa but estimated to increase
Top 3 private operators control c67% of market share
Significant growth potential due to aging population
Funding structure similar to pathology
Primary source of referrals
Private GPs comprise c70% of market with large, integrated healthcare providers comprising 30%
Projected 5-year CAGR of 2.7%
Government incentives to promote the consolidation of independent practices
Key Segments
Pathology, diagnostic imaging and medical centres are key growth segments in Australian healthcare.
21
Pathology Diagnostic Imaging Medical Centres
Sonic38%
Symbion35%
Healthscope10%
St John of God5%
Primary 5%
Other7%
DCA 35%
Sonic16%
Symbion16%
Other33%
IPN2%
Symbion2% Primary
3%
Other93%
Appendix II – Symbion
22
Share Register Overview
Holder Number of Shares % Ownership Investment Strategy
62,587,624 9.7 Appears to be a long term investor
59,360,508 9.2 Appears to be a long term investor
54,352,948 8.5 Trader rather than buy and hold investor
51,694,537 8.0 Trader rather than buy and hold investor
32,594,8635.1 Appears to be a long term investor
Substantial shareholders
30%
70%
Estimated OwnershipRetail Investors Institutional Investors
23
Share Price Chart
24
(1) Healthcare Index is a market capitalisation-weighted index comprising of Sonic, Healthscope, Primary, Blackmores and Sigma
80
90
100
110
120
130
May-06 Aug-06 Nov-06 Feb-07 May-07
SYB v Healthcare Index(1)
Healthcare Index Symbion
Appendix III – Valuation
25
Valuation Assumptions
Legislative
Medicare rebates capped at 5% growth affecting pathology and medical imaging
Rebates set to expire in FY09, but assumed to remain in place
Operating
Revenue Pathology – 12.5%
growth FY07 Diagnostic imaging –
5% growth FY07 Consumer – 12%
growth FY07 Pharmacy – 12.5%
growth FY07
Longer-term growth for radiology tied to Medicare rebate scheme
Longer-term growth for consumer and pharmacy tied to CPI
EBITDA Margin Assumed to be
slightly higher than FY07 numbers due to cost savings and high operating leverage
Capex and D&A Maintenance capex
assumed forecasted as a percentage of revenue
D&A forecast as a % of capex merging into 100% of capex in perpetuity
Financing 7.5% cost of debt (no margin)
26
WACC Calculation
DCF assumptionsRisk-free Rate 6.50%Market Risk Premium 6.00%Equity Beta 0.85Cost of Equity 11.6%
Cost of Debt 7.50%Margin -Tax Rate 30%Pre-tax Cost of Debt 7.50%Post-tax Cost of Debt 5.25%
Target Gearing (D/E) 35.0%E/V 74.1%D/V 25.9%
Post-tax WACC 9.95%
Trading Comparables
Valuation
List of Comparables Graph
27
Trading Comparables EV / 2007F EBITDA
Healthscope 10.4x
Symbion 11.1x
Sonic Healthcare 11.5x
Primary 11.7x
API 12.7x
Sigma 13.2x
Median 11.6x
Earnings Median multiple applied to 2007 Enterprise Value
2007F Low High Low High
253 11.1x 12.1x 2808 3061
Plus Associates 0 0
Less Net Debt & Minorities (418) (418)
Implied Equity Value 2390 2643
Shares Outstanding 645.5 645.5
Implied Value Per Share $3.70 $4.09
3-Mth VWAP (Pre-Bid) $3.50 $3.50
Premium / (Discount) Over Current 5.5% 14.5%
10.4x 11.1x 11.5x 11.7x12.7x 13.2x
Median 11.6x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
Healthscope Symbion Sonic Healthcare
Primary API Sigma
Mul
tiple
Transaction Comparables
Sum of the Parts List of Transactions
28
Valuation of Consumer and Pharmacy
Earnings Median multiple Value
30-Jun-06 LTM Low High Low High
Divisional EBITDA
Pathology 110 13.4x 14.4x 1474 1584
Diagnostic Imaging 54 9.5x 10.5x 513 567
Consumer 47 13.0x 14.0x 611 658
Pharmacy 36 15.0x 16.0x 540 576
247
Enterprise Value 3138 3385
Plus Associates 0 0
Less Net Debt & Minorities (418) (418)
Implied Equity Value 2720 2967
Shares Outstanding 645.5 645.5
Implied Value Per Share $4.21 $4.60
3-Mth VWAP (Pre-Bid) $3.50 $3.50
Premium Over Current 20.4% 31.3%
Pathology & Medical Centres
Target Company Date Acquiror EV (US$m) EV / LTM EBITDA
Clinical Pathology Labs Aug-05 Sonic Healthcare 375 9.5x
QML Jun-02 Mayne Group 268 9.9x
LabOne Aug-05 Quest Diagnostics 934 13.8x
Dynacare May-02 Lab Corp of America 672 14.0x
IPN Jun-04 Sonic Healthcare 105* 15.3x
Ameripath Inc Apr-07 Quest DIagnostics 2398* 17.2x
Median 13.9x
Imaging
Target Company Date Acquiror EV (A$m) EV / LTM EBITDA
MIA Jun-04 DCA 934 9.6x
DCA Group Sep-06 CVC Asia Pacific 2414 10.0x
Qld Diagnostic Imaging Feb-02 Mayne Group 87 10.1x
Median 10.0x
Pharmacy
Target Company Date Acquiror EV (A$m) EV / LTM EBITDA
Chronimed Aug-04 Mayne Group 115 9.4x
CCS Medical Oct-05 Sonic 630 10.5x
Mayne Pharmaceuticals Sep-06 Hospira Inc 2523 14.9x
Accredo Feb-05 Medco Health Solutions 2499 16.1x
Priority healthcare Jul-05 Quest 1341 16.7x
Arrow Pharmaceuticals Aug-05 Sigma Pharmaceuticals 680 17.7x
Median 15.5x
Consumer
Target Company Date Acquiror EV (US$m) EV / LTM EBITDA
Rexall Sundown (Royal Numico) Jun-03 NBTY 250 6.4x
Roche Consumer Health Jul-04 Bayer 2962 12.5x
Rexall Sundown May-00 Royal Numico 1649 14.4x
Pfizer Consumer Healthcare Jun-06 Johnson & Johnson 22668* 20.8x
Median 13.5x
*Figures in AUD
Earnings Median multiple Value
30-Jun-06 LTM Low High Low High
Divisional EBITDA
Consumer 47 13.0x 14.0x 611 658
Pharmacy 36 15.0x 16.0x 540 576
83
Enterprise Value 1151 1234
9.5x 9.9x
13.8x 14.0x15.3x
17.2x
Median 13.8x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
CLP QML LabOne Dynacare IPN Ameripath Inc
Mul
tiple
9.6x 10.0x 10.1x
Median 10.0x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
MIA DCA Group Qld Diagnostic Imaging
Mul
tiple
6.4x
12.5x14.4x
20.8x
Median 13.5x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
14.0x
16.0x
Rexall Sundown
(Royal Numico)
Roche Consumer
Health
Rexall Sundown
Pf izer Consumer Healthcare
Mul
tiple
9.4x 10.5x
14.9x 16.1x 16.7x 17.7x
Median 15.5x
0.0x
4.0x
8.0x
12.0x
16.0x
20.0x
Mul
tiple
Transaction Comparables (Cont.)
Pathology and Medical Centres Diagnostic Imaging
Pharmacy Consumer
29
Appendix IV – Synergies
30
Synergy Analysis
Divisional Synergies
31
Synergy Realisation
Divisional Synergies (A$m) 2006A 2007F 2008F 2009F 2010F 2011F 2012F 2013F 2014F Implied Operating Expenses
Synergistic Division Pathology & Medical Centres 507 572 586 634 686 725 771 809 850Radiology 246 258 273 287 301 316 332 349 366Consumer 153 169 183 197 207 220 233 240 247Pharmacy 2265 2543 2740 2945 3093 3185 3281 3379 3481
Synergistic Division Corporate Costs 8 8 8 8 8 8 8 8 8Consolidated 3179 3551 3790 4071 4294 4454 4625 4785 4952
Symbion & Healthscope Pathology & Medical Centres 1460 1579 1702 1791 1869 1941 2015Corporate 5 5 5 5 5 5 5
3 year average 68.9
Synergy Realisation (A$m) 2008F 2009F 2010F 2011F 2012F 2013F 2014FTiming of Pathology Realisation 6.9 34.4 68.9 68.9 68.9 68.9 68.9Corporate Synergies 5.3 5.3 5.3 5.3 5.3 5.3 5.3Implementation Costs -10.3 -20.7 -20.7Total 1.9 19.1 53.5 74.2 74.2 74.2 74.2% realisation 10% 50% 100% 100% 100% 100% 100%
Synergy Analysis (Cont.)
Computation of MergeCo Synergies
32
Implementation Costs
Computation of MergeCo Synergies (A$m) 2007F 2008F 2009F 2010FAssume 95% of Pathology and Medical Centre Costs 0.95Pathology Division Operating Cost Estimate 543.8 556.7 602.3 651.6Number of Pathology Labs 149.0 149.0 149.0 149.0Average Cost Per Pathology Lab 3.6 3.7 4.0 4.4Synergistic Labs 112.00Closures 37.0Less Potential Synergistic Labs 20.0Total Lab Closure 17.0Cost Saving 62.0 63.5 68.7 74.33 year average 68.9
Implementation Costs (A$m) 2008F 2009F 2010FNumber of Labs Closed 17Percentage of Fixed Costs 75%Fixed Cost Estimate 417.5 451.7 488.7Fixed Costs Per Lab 2.80 3.03 3.28Store Closures 17Total Cost 47.6 51.5 55.83 year Average 51.64
Synergy Analysis (Cont.)
Sensitivities
33
Cost Savings From Rationalising Labs (A$m)27.0 32.0 37.0 42.0 47.0
2008F 41.6 -0.18 1.85 3.87 5.90 7.92Implementation Costs 46.6 -1.18 0.85 2.87 4.90 6.92
51.6 -2.18 -0.15 1.87 3.90 5.9256.6 -3.18 -1.15 0.87 2.90 4.9261.6 -4.18 -2.15 -0.13 1.90 3.92
Cost Savings From Rationalising Labs (A$m)27.0 32.0 37.0 42.0 47.0
2009F 41.6 2.84 12.96 23.09 33.22 43.34Implementation Costs 46.6 0.84 10.96 21.09 31.22 41.34
51.6 -1.16 8.96 19.09 29.22 39.3456.6 -3.16 6.96 17.09 27.22 37.3461.6 -5.16 4.96 15.09 25.22 35.34
Cost Savings From Rationalising Labs (A$m)27.0 32.0 37.0 42.0 47.0
2010F 41.6 17.01 37.27 57.52 77.77 98.03Implementation Costs 46.6 15.01 35.27 55.52 75.77 96.03
51.6 13.01 33.27 53.52 73.77 94.0356.6 11.01 31.27 51.52 71.77 92.0361.6 9.01 29.27 49.52 69.77 90.03
Appendix V – Bid
34
Deal Rationale
There is a strong strategic case for Healthscope to combine with Symbion.
35
Fully Integrated Network
Create a fully integrated healthcare network
Unified referral base to improve margins and increase patient volumes
Gain Market Share
Creation of Australia’s largest pathology provider
Market-leading positions in private hospitals, diagnostic imaging and medical centres
Participate in Synergies
Offer allows Symbion shareholders to participate in any upside from synergies
Revenue synergies potentially achievable in the longer term
The combination of the Healthscope and Symbion
businesses will yield several strategic benefits
Potential Bidders
There are a number of potential bidders that might be interested in Symbion.
36
Potential BidderMarket
Capitalisation (A$m)*
Enterprise Value (A$m)*
Strategic Rationale
4,287 5,027 Opportunity to derive synergies for its pathology and medical
imaging business groups
1,450 1,678 Has already engaged Symbion for a potential merger
Synergies available through the complementary pathology assets
n/a n/a Holds a portfolio of healthcare companies worldwide
237 263 Seeks distribution networks for its consumer and pharmacy
businesses
366 374 Seeks distribution networks for its consumer and pharmacy
businesses
*Data as at 30 April 2007
Healthscope Board
37
Kevin McCann Chairman
Age: 65
Appointed Chairman in March 1994
Former Chairman of Allens Arthur Robinson specialising in commercial law
Linda NichollsDeputy Chairman
Age: 58
Appointed in January 2000
Has experience in the financial services industry and health sectors
Richard EnglandChair of Audit & Compliance Committee
Age: 56
Appointed in October 1996
Chartered Accountant with financial accounting and management experience
Ron EvansNon-executive director
Age: 67
Joined the Board in June 2005
Has held senior financial management positions at BHP Billiton and Orica Limited
Ziggy SwitkowskiDirector
Age: 58
Joined the Board in January 2006
Director of Suncorp-Metway Limited, Tabcorp Holdings
Brings executive experience
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