Details of the proposed acquisition and merger implementation deed

Integral Diagnostics Limited (ASX: $IDX) has entered into a Merger Implementation Deed (MID) with Capitol Health Limited (ASX: $CAJ) for the proposed acquisition of 100% of Capitol's issued shares via a scheme of arrangement. Under the MID, Capitol shareholders will receive 0.12849 Integral shares for every one Capitol share, representing a 33% premium to the last close share price of Capitol. The Capitol Board unanimously recommends that shareholders vote in favor of the Scheme, subject to the independent expert concluding that the Proposed Transaction is in the best interests of Capitol shareholders. The Scheme will be subject to various customary terms and conditions, including necessary approvals and informal clearance from the ACCC. Capitol intends to release its financial results for the year ended 30 June 2024 on or about 22 August 2024.

Executive commentary on the merger implementation deed

The MID with Capitol Health represents a significant step for Integral Diagnostics as it aligns with our strategic growth plans. We believe that this proposed acquisition will create value for both companies and their shareholders. We are committed to working closely with Capitol to ensure a smooth and successful integration, leveraging our combined strengths to deliver enhanced healthcare services to our patients and communities. We are confident in the potential of this transaction and look forward to the support of our shareholders as we progress towards the completion of the scheme.

Summary of the merger implementation deed and outlook

Integral Diagnostics Limited (ASX: $IDX) has entered into a Merger Implementation Deed (MID) with Capitol Health Limited (ASX: $CAJ) for the proposed acquisition of Capitol's issued shares via a scheme of arrangement. The MID outlines the terms and conditions of the proposed merger, including the exchange ratio for Capitol shareholders, the unanimous recommendation from the Capitol Board, and the necessary approvals and clearances required for the Scheme. The proposed acquisition aligns with Integral Diagnostics' strategic growth plans and is expected to create value for both companies. The outlook for the transaction is positive, with a focus on leveraging combined strengths to enhance healthcare services and deliver long-term benefits to shareholders and stakeholders.