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April 2012 Mergers and acquisitions Interactive Case Study Melbourne Business School

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Page 1: Mergers and acquisitions Interactive Case Study · PDF file4/18/2012 · MBS case study - Healthcare\120417 MBS UBS healthcare case ... RBS 449.5 8.6 4 4 4 6 7 6 2 National Australia

April 2012

Mergers and acquisitions Interactive Case Study

Melbourne Business School

Page 2: Mergers and acquisitions Interactive Case Study · PDF file4/18/2012 · MBS case study - Healthcare\120417 MBS UBS healthcare case ... RBS 449.5 8.6 4 4 4 6 7 6 2 National Australia

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This presentation has been prepared by UBS AG and/or its affiliates (together, “UBS”) for the exclusive use of the party to whom UBS delivers this presentation (the “Recipient”) using information provided by the Recipient and other publicly available information. You acknowledge and agree UBS has not independently verified the information contained herein, nor does UBS make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. This presentation should not be regarded by the Recipient as a substitute for the exercise of its own judgment and the Recipient is expected to rely on its own due diligence if it wishes to proceed further.

The valuations, forecasts, estimates, opinions and projections contained herein involve elements of subjective judgment and analysis. Any opinions expressed in this material are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of UBS as a result of using different assumptions and criteria. This presentation may contain forward-looking statements. UBS undertakes no obligation to update these forward-looking statements for events or circumstances that occur subsequent to such dates or to update or keep current any of the information contained herein. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based upon the best judgment of UBS from the information provided by the Recipient and other publicly available information as of the date of this presentation. Any statements, estimates or projections as to UBS’ fees or other pricing are accurate only as at the date of this presentation. There is no guarantee that any of these estimates or projections will be achieved. Actual results will vary from the projections and such variations may be material.

This presentation may also contain references to UBS Research. The UBS Research Department produces research independently of all other UBS business areas and UBS AG business groups and no other person or department within UBS may directly or indirectly offer or guarantee coverage by UBS Research.

Research is produced for the benefit of the firm’s investing clients. The primary objectives of each analyst in the research department are: to analyse the companies, industries and countries they cover and forecast their financial and economic performance; as a result, to form opinions on the value and future behaviour of equity and equity-linked securities issued by the companies they cover; and to convey that information to UBS’ investing clients. Each issuer is covered by the Research Department at its sole discretion.

Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. UBS, its affiliates, directors, employees and/or agents expressly disclaim any and all liability relating or resulting from inaccurate or incomplete information and the use or reliance of all or any part of this presentation or any of the information contained therein.

By accepting this presentation, the Recipient acknowledges and agrees that UBS will at all times act as an independent contractor on an arm’s-length basis and will not act in any other capacity, including in a fiduciary capacity, with respect to the Recipient. UBS, in its capacity as principal or agent is involved in a wide range of commercial banking and investment banking activities globally from which conflicting interests or duties may arise. UBS may provide services to any member of the same group as the Recipient or any other entity or person (a “Third Party”), engage in any transaction (on its own account or otherwise) with respect to the Recipient or a Third Party, or act in relation to any matter for itself or any Third Party, notwithstanding that such services, transactions or actions may be adverse to the Recipient or any member of its group, and UBS may retain for its own benefit any related remuneration or profit.

This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. The Recipient should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. The Recipient should consult its own counsel, tax and financial advisors as to legal and related matters concerning any transaction described herein. This presentation does not purport to be all-inclusive or to contain all of the information that the Recipient may require. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation.

This presentation has been prepared on a confidential basis solely for the use and benefit of the Recipient; provided that the Recipient and any of its employees, representatives, or other agents may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the Recipient relating to such tax treatment and tax structure. Distribution of this presentation to any person other than the Recipient and those persons retained to advise the Recipient, who agree to maintain the confidentiality of this material and be bound by the limitations outlined herein, is unauthorized. This material must not be copied, reproduced, distributed or passed to others at any time, in whole or in part, without the prior written consent of UBS.

UBS specifically prohibits the redistribution or reproduction of this material in whole or in part without the written permission of UBS and UBS accepts no liability whatsoever for the actions of third parties in this respect.

© UBS 2012. key symbol and UBS are among the registered and unregistered trademarks of UBS. All rights reserved.

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Contact information

Nick Alexander Director +61 9242 6255 [email protected]

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Who is UBS? UBS is a leading international investment bank and ranked as the top bank in the Australian market Australian advisory transactions (completed)—2011

Rank Financial adviser Rank value

(US$bn) Market share

(%) Number of

deals

1 UBS 75.5 40.7 48

2 Goldman Sachs 63.0 34.0 42

3 Macquarie 44.9 24.2 45

4 JP Morgan 35.3 19.1 14

5 Deutsche 33.7 18.2 19

6 Lazard 31.8 17.2 14

7 Barclays 30.9 16.7 6

8 Moelis & Co 28.6 15.5 7

9 Morgan Stanley 24.6 13.3 13

10 Gresham Partners 22.9 12.4 17

Australian advisory transactions Rank 2010 2009 2008 2007 2006

UBS 1 1 1 1 2

Macquarie Group 2 3 3 3 1

Goldman Sachs 3 2 10 9 3

Lazard 4 6 7 5 13

Deutsche Bank 5 5 6 2 5

Morgan Stanley 6 12 4 6 7

Credit Suisse 7 13 5 11 21

Greenhill & Co 8 10 2 13 24

Citi 9 8 8 7 4

BAML 10 19 – 10 12

UBS-advised recent Australian M&A transactions

Best Investment Bank (2004–2011) Best M&A House (2004–2007) Best M&A Deal (2005, 2008, 2009) Most Innovative M&A Deal (2006, 2007) Best Equity-Linked Deal (2009, 2011) Best Local Bond Deal (2008, 2009, 2011)

Best M&A House in Australia (2006–2007, 2010) Best Investment Bank (2007–2010) Best Equity Arranger (2007) Best IPO (2007, 2011) Best Bond Arranger (2007) Equity House of the Year (2007, 2009, 2010)

Best Investment Bank (2007, 2009, 2010, 2011)

Current Adviser to Yanzhou Coal in relation to the A$6.5 billion merger of Yancoal Australia with Gloucester Coal

Current Adviser to Aston Resources in relation to its A$5.1 billion merger with Whitehaven Coal

Current Adviser to FOXTEL in relation to its A$2.5 billion recommended acquisition of Austar United Communication

Current Adviser to Sundance Resources in relation to the unsolicited A$1.4 billion proposal by Hanlong Mining Investment

December 2011 Adviser to Peabody on its acquisition of Macarthur Coal for A$4.8 billion

October 2011 Adviser to MAp Airports on a c.A$1.6 billion asset swap with Ontario Teachers’ Pension Plan Board

June 2011 Adviser to Centro Retail Trust (CER) with respect to the Centro Group's US$9.4 billion platform sale to Blackstone

June 2011 Adviser to Riversdale in relation to the A$3.8 billion recommended takeover offer from Rio Tinto

June 2011 Adviser to Telstra on its A$11 billion definitive agreements to participate in the rollout of the National Broadband Network

June 2011 Adviser to Tabcorp in relation to the demerger of its casino business and underwriter, bookrunner and joint leader manager on its A$430 million entitlement offer

May 2011 Adviser to Crane Group in relation to the unsolicited A$940 million takeover offer by Fletcher Building Australia

April 2011 Adviser to Brambles in relation to the US$1.3 billion acquisition of IFCO Systems and underwriter of $650 million of equity capital

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Who is UBS? UBS continues to dominate Australian Equity Capital markets

2012 2011 2010 2009 2008 2007 2006

A$m % # # # # # # #

UBS 1,295.2 24.7 1 1 1 1 1 1 1 Macquarie Group 472.5 9.0 2 2 7 2 4 3 4

Citi 450.0 8.6 3 13 9 8 9 4 7

RBS 449.5 8.6 4 4 4 6 7 6 2

National Australia Bank 307.9 5.9 5 na na 21 21 na 26

Morgan Stanley 265.7 5.1 6 6 8 10 10 29 15

Deutsche Bank 237.9 4.5 7 10 10 3 6 8 8

Goldman Sachs 218.2 4.2 8 8 6 7 2 5 3

Patersons Securities 163.7 3.1 9 11 11 12 12 11 14

Credit Suisse 110.3 2.1 10 7 3 5 8 7 5

Equity underwritten (2005–2012) Equity underwritten (2008–2012)

Source: Thomson equity and equity-linked league table

UBS–led transactions in 2011

0

10

20

30

40

50

UBS MQG JPM GS DB CS

Equ

ity

issu

ance

(A$

bn

)

0

10

20

30

40

50

60

70

UBS MQG JPM GS RBS DB

Equ

ity

issu

ance

(A$

bn

)

$757 million

AREO

11 April

$566 million

Block trade

7 March

$279 million

AREO

28 February

$992 million

Jumbo Placement & Block

21 February

$150 million

Jumbo

17 February

$230 million

Jumbo

16 May

$160 million

AREO & Placement

14 June

$80 million

Convertible bond

2 June

$903 million

Block trade

25 July

$125 million

Jumbo

20 July

$209 million

Jumbo

19 July

$202 million

IPO

14 July

$133 million

Jumbo

17 August

$212 million

Non-tradable rights issue

19 July

$180 million

Placement

16 September

$110 million

Jumbo

26 October

$280 million

IPO

12 December

$150 million

Placement

16 December

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Introduction to case materials

These materials have been prepared by UBS to support the in-class case exercise. In order to get as much value as possible from the interactive case, we recommend that you focus your preparation on the following areas:

Understand key value drivers in the Australian healthcare industry

Understand the structure of and players in the Australian healthcare industry

Understand the role of Healthscope and Symbion in the Australian healthcare industry

– how and where do they compete?

– how and where do they cooperate?

– what are their relative strengths and weaknesses?

– what risks do they each face?

We recommend that you not prepare valuations or other materials prior to the class, and that you not spend much effort doing outside research on the companies all of the material you need is in these packs, or will be provided on the day.

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7

Section 1

Australian healthcare industry background

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8

1 Australian healthcare industry background

Introduction

The Australian healthcare industry is unique. Since the 1970s, the number of private operators in the healthcare market has continued to increase such that today, the industry can be considered significantly more open than the heavily state-controlled healthcare markets overseas. Yet through Medicare, Australia’s publicly-funded universal healthcare system, the government still plays a pivotal role in providing affordable healthcare products and services. The healthcare sector consists of several sub-sectors. This section will explore five relevant sub-sectors: hospitals, medical centres, diagnostic imaging, pathology and consumer/pharmacy.

Hospitals Activities in the hospitals sub-sector comprise the provision of medical and surgical services as well as continuous in-patient nursing care. In 2005-2006, total industry revenue was $31 billion. The private sector accounts for approximately 25% of industry revenue and 32% of all hospital beds. After recent acquisitions, the two largest for-profit private hospital operators, Ramsay Health Care Ltd and Healthscope, account for approximately 40% of all private hospital beds.

Other major private operators include National Mutual Holdings Ltd, Macquarie Health Corporation, Health Care Australia Pty Ltd, and the Catholic Church, through a number of Religious Orders. Public hospital services are provided by various State Government authorities, the largest of which is Queensland Health.

The demand for hospital services is driven by the size, age distribution and general health of the population, product innovation and the cost and availability of hospital care. Private hospital revenue is predominantly derived from private patients utilising their private health insurance, Medicare and out of pocket payments. Around 43% of Australians held private hospital insurance cover as at September 2006.

Competition between private and public hospitals is principally based on cost (to the patient), as well as accessibility and quality of service. A combination of Commonwealth and State Government policies, longer public hospital waiting lists, better amenities in private hospitals and the availability of private health insurance has led to a steady increase in the market share of private hospital operators. This trend is expected to continue.

Hospitals—industry revenue growth Hospitals (private only)—market shares1

0

5

10

15

20

25

30

35

40

1995 1998 2001 2004 2007 2010

Ind

ust

ry r

even

ue

($ b

illio

n)

Actual Forecast

CAGR: 5.3%

CAGR: 4.1%

Healthscope18%

St John of God7%

Other30%

Ramsay26%

St Vincents6%

Calvary6%

Uniting Health

4%

Healthe3%

Source: IBIS World

Source: IBIS World Note: 1 Market share on a per bed basis

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9

1 Australian healthcare indsutry background

Medical centres

The total Australian medical centre and general practitioner (“GP”) market consists of approximately 12,000 registered independent operators which generate combined revenue of approximately $6 billion per annum. Private GPs comprise approximately 70% of the market, with large corporatised medical centres, other multi–practice clinics and special interest clinics forming the remaining 30%. These large corporatised medical centres are increasingly seen as an important source of pathology and imaging referrals.

GPs are considered the gatekeepers to health care services, supporting vertical integration within the sector. It is expected that Australia’s ageing population will continue to underpin demand for GPs. Already, persons aged above 65 contribute 23.7% of the sub-sector’s total revenue, with persons aged above 44 contributing 48.7%.

The corporate business model of medical centres continues to gain favour with GPs due to a number of factors including:

GPs ageing and the limited ability of young GPs to acquire practice goodwill;

Work/life balance issues for younger GPs;

Increasing administrative complications in managing government and Medicare expectations;

Increasing female GP workforce participation; and

Recognition and acceptance of the economic reality that larger practices are inevitable.

Medical centres—industry revenue growth

Medical centres—market shares

0

1

2

3

4

5

6

7

1995 1997 1999 2001 2003 2005 2007 2009

CAGR: 4.3%

CAGR: 2.7%

IPN¹ 2%

Symbion 2%

Other 93%

Primary 3%

Source: IBIS World

Source: IBIS World

Note: 1 IPN represents Independent Practitioners Network

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10

1 Australian healthcare indsutry background

Diagnostic imaging

The Australian imaging market has a strong underlying growth profile, with consistent growth equal to or greater than 5% over the last 3 years. Different types of imaging include general X-ray, ultrasound, nuclear medicine, CT, and MRI scans. The market consists of two sectors (public and private) which conduct similar volumes of procedures. The public imaging market in Australia is primarily public hospital-based, being largely funded by the State Government and operated as cost centres within hospitals. The private market includes corporate groups, independent practices and radiology departments of private hospitals with 67% of the market consolidated amongst the top 3 providers.

Income results from patients being referred by GPs, specialists and hospitals with the main source of funding being Medicare. Other sources include patient co-payments, the Department of Veteran Affairs, private health funds and some public contracts.

The imaging industry in terms of the overall health sector is relatively small, accounting for around 2% of total health expenditure in Australia. Industry revenues are expected to grow at an average annualised real rate of 3.4% in the five years to 2006-07. The number of diagnostic imaging services is growing on a per capita basis, due in part to new and improved imaging techniques, the ageing population and GP referrals. However, a significant proportion of revenues are tied to Medicare rebates and the Commonwealth Government is seeking to restrain growth in these outlays.

Imaging—industry revenue growth

Imaging—market shares

0

500

1,000

1,500

2,000

1995 1997 1999 2001 2003 2005 2007 2009

CAGR: 4.4%

CAGR: 2.8%

Symbion16%

Other33%

DCA Group Limited35%

Sonic16%

Source: IBIS World Source: IBIS World

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11

1 Australian healthcare indsutry background

Pathology

The primary activities of the Pathology sub-sector are the operation of medical laboratories, pathology laboratories and pathology collection centres. Such operations involve an extensive range of services, with varying degrees of specialisation, depending on the presence and/or skills of pathologists and other staff (which include scientists) and the facilities available at the practice.

Products can be generally segmented by routine and non-routine tests. Routine tests are the most frequently requested tests and include blood chemistry analyses, urine analyses, blood cell counts, PAP smears, AIDS tests, microbiology cultures, procedures and alcohol/substance abuse tests. More specific or non-routine tests may include microbiology, cytogenetics and anatomical pathology.

The major customer bases of pathology practices comprise referring doctors and hospitals. Other customers (who refer tests) include community health centres, dental practices and veterinary clinics. Some hospitals enter into agreements with pathology providers to provide services, for example, sometimes private pathology providers have diagnostic equipment at hospitals. In the 2006 financial year, Medicare rebates accounted for an estimated 93% of industry revenue, with GPs accounting for around 70% of referrals involving Medicare rebates.

There is a limited number of pathology collection centre licences. Licences are specific to regions and allow a pathology operator to locate a collection centre anywhere within that region. If a pathology operator wants to open a new collection centre it must either apply to the State Government for an additional collection centre licence, or it can acquire a licence from another pathology operator.

The level of industry concentration is high, with the top four players accounting for over 80% of industry revenue.

Pathology—industry revenue growth

Pathology—market shares

0

500

1,000

1,500

2,000

1995 1997 1999 2001 2003 2005 2007 2009

CAGR: 4.0%

CAGR: 3.6%

Healthscope10%

St John of God5%

Sonic38%

Symbion35%

Primary5%

Other8%

Source: IBIS World Source: IBIS World

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12

1 Australian healthcare industry background

Pharmacy and consumer products

The retail and wholesale trade of pharmaceutical consumer goods is a major component of the healthcare sector, with total industry revenues of $11 billion and $12 billion respectively in 2004-2005.

The retail pharmacy industry is highly fragmented, predominantly due to government legislation that restricts pharmacy ownership to qualified pharmacists and the number of pharmacies that can be owned by a single pharmacist. As a result, the industry is comprised of a large number of individual, non-corporate operators. Many, however, choose to operate under various banner groups, which provide collective marketing and advisory capabilities. These brand groupings are managed by some of the major players in the Australian healthcare sector, including Australian Pharmaceutical Industries (“API”), Sigma Pharmaceuticals (“Sigma”) and Symbion, which earn a small management fee and gain access to superior distribution channels for their wholesale businesses.

The vast majority of corporate earnings in the pharmacy sector are derived from the wholesale of pharmaceutical goods. The products are obtained from the relevant upstream manufacturer and then distributed to individual retail outlets including pharmacies and hospitals. The level of industry concentration is high, with the three main players – API, Sigma and Symbion – accounting for over 90% of total sales.

The demand for pharmaceutical products is driven by the size, age distribution and general health of the population, product innovation, government health policies (including the operation of the Pharmaceutical Benefits Scheme) and general economic conditions. While total revenues have grown at approximately 5% p.a. since 1999-2000, future growth is expected to be more modest, largely due to anticipated cuts to the Pharmaceutical Benefits Scheme.

Wholesale pharmaceutical—revenue growth Wholesale pharmaceutical—market shares

0

2

4

6

8

10

12

14

1999 2002 2005 2008

Ind

ust

ry r

even

ue

($ b

illio

n)

Actual Forecast

CAGR: 5.6%

CAGR: 2.1%

Sigma30%

Symbion30%

Other9%

API31%

Source: IBIS World Source: IBIS World

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13

The healthcare services value chain

Services

Medicare

Pathology

Radiology

Other specialists

SecondaryPrimary

(medical centres)

Primary funding source

GPs

Private Health Insurance

Hospitals(public / private)

Patient/Individual

Patient/Individual

Services

Medicare

Pathology

Radiology

Other specialists

SecondaryPrimary

(medical centres)

Primary funding source

GPs

Private Health Insurance

Hospitals(public / private)

Patient/Individual

Patient/Individual

Services

Medicare

Pathology

Radiology

Other specialists

SecondaryPrimary

(medical centres)

Primary funding source

GPs

Private Health Insurance

Hospitals(public / private)

Patient/Individual

Patient/Individual

Services

Medicare

Pathology

Radiology

Other specialists

SecondaryPrimary

(medical centres)

Primary funding source

GPs

Private Health Insurance

Hospitals(public / private)

Patient/Individual

Patient/Individual

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14

Key participants in the Australian healthcare industry Setting aside medical technology companies, the six large participants in the Australian healthcare industry are Sonic, Sigma, Ramsay, Healthscope, Symbion and Primary

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $2,150m

2007F EBITDA: $253m

2007F NPAT: $102m

Market cap: $2,727m

2007F EBITDA: $226m

2007F NPAT: $110m

Hospitals Imaging Medical centres

PathologyConsumer/ Pharmacy

Referral Referral

Market cap: $1,194m

2007F EBITDA: $112m

2007F NPAT: $59m

Market cap: $1,881m

2007F EBITDA: $278m

2007F NPAT: $99m

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $3,977m

2007F EBITDA: $423m

2007F NPAT: $202m

Referral

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $2,150m

2007F EBITDA: $253m

2007F NPAT: $102m

Market cap: $2,727m

2007F EBITDA: $226m

2007F NPAT: $110m

Hospitals Imaging Medical centres

PathologyConsumer/ Pharmacy

Referral Referral

Market cap: $1,194m

2007F EBITDA: $112m

2007F NPAT: $59m

Market cap: $1,881m

2007F EBITDA: $278m

2007F NPAT: $99m

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $1,270m

2007F EBITDA: $178m

2007F NPAT: $69m

Market cap: $3,977m

2007F EBITDA: $423m

2007F NPAT: $202m

Referral

Notes: 1 Using share prices at close on 24 November 2006, and net debt at last reporting date 2 EBITDA forecasts represent consensus as at 24 November 2009

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1

Section 2

Healthscope

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2

2 Healthscope Healthscope is a vertically–integrated private healthcare operator, owning the second largest private hospital network in Australia and an expanding pathology business Listed on the ASX (ASX ticker: HSP) since 1994, Healthscope is one of Australia’s leading providers of healthcare services. Healthscope’s core operations can be divided into two business segments: the ownership and management of hospitals and pathology (including diagnostic services).

The company’s growth has been driven by an aggressive acquisition policy which has positioned Healthscope as the second largest private hospital operator in Australia, with 43 hospitals and approximately 4,000 beds. Healthscope now has a flagship hospital in each Australian state and territory, and a pathology business that spans across Australia, New Zealand, Malaysia and Singapore. As at 30 June 2006, Healthscope employed over 16,500 people.

History

Healthscope was formed in 1985 for the initial purpose of acquiring The Melbourne Clinic, a private psychiatric hospital. After several small acquisitions through the 1980s and early 1990s, Healthscope floated in 1994 as an owner/manager of private hospitals. The company entered the pathology market with the acquisition of Gribbles Group Limited (“Gribbles”) in 2004 with the intention of extending pathology operations to a majority of Healthscope hospitals.

Healthscope’s business model

Healthscope currently has two primary operating segments—hospitals and pathology. The hospital segment consists of surgical, psychiatric and rehabilitation hospitals. Healthscope’s vertically-integrated business model is focussed on building healthcare “networks” in which its hospitals refer business to its pathology business, as well as to other Healthscope hospitals.

Healthscope

Health insurer(Medicare / Private)

Hospitals

services

Pathology

Patient

payment

Surgical Hospitals

Psychiatric Hospitals

Rehabilitation Hospitals

referralsHealthscope

Health insurer(Medicare / Private)

Hospitals

services

Pathology

Patient

payment

Surgical Hospitals

Psychiatric Hospitals

Rehabilitation Hospitals

referrals

Source: UBS Investment Bank

Benefits of this business model are that it:

Retains referrals within the group, thereby maximising per patient revenue;

Establishes complementary facilities which may result in margin improvement;

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2 Healthscope Provides doctors with opportunities to expand practice within Healthscope, thereby retaining key

employees; and Maximises bed capacity within the group The referrals linking hospitals to pathology is a key source of value in having an integrated business. Whilst specialists and GP's exercise professional independence, co-location of pathology collection centres with hospitals can increase the prospect of a given referral going to the on-site (or closely located) collection centre. Hospitals tend to generate higher quality and more complex pathology requests than medical centres, and to maximise the prospect of referrals occurring it is necessary that the pathology business be capable of handling the necessary requests and have a strong reputation. Gribbles historically ranked as a third pathology player in the Australian market, after Sonic and Symbion, and for this reason it took longer than originally announced for Healthscope to achieve the level of cross-referrals expected.

Healthscope’s business segments Healthscope has two primary business segments, hospitals and pathology, having sold its analytical and testing business Amdel for $60 million in December 2005.

Revenue by business segment (FY06)

Revenue by geographic segment (FY06)

76%

21%

3%

Hospitals Pathology Analytical Other

96%

2% 2%

Australia New Zealand South East Asia

Source: Company filings Source: Company filings

Hospitals

With FY06 revenue of $852 million and EBIT of $86 million, Healthscope’s hospitals division is the company’s largest. Healthscope holds a quality portfolio of hospitals with flagship facilities in every Australian state and territory and almost 4,000 available overnight beds. Healthscope’s hospitals fall within three categories:

Medical/surgical hospitals (30), such as The Prince of Wales Private, and The Mount;

Psychiatric hospitals (7), such as The Melbourne Clinic and The Sydney Clinic; and

Rehabilitation hospitals (6), such as Griffith and Lady Davidson.

In the past two years, Healthscope’s portfolio of hospitals has grown rapidly, driven by several acquisitions.

Pathology

With the acquisition of the Gribbles in December 2004, Healthscope not only increased its pathology presence in Australia, but also gained a significant pathology business that stretches into New Zealand, Malaysia and Singapore. Its Australian pathology business comprises human pathology, Skin Cancer Clinics and veterinary pathology. Australian Human Pathology generated revenue of $176 million in FY06 (up 7%), with significant volume growth in NSW driven by the acquisition of Davies Campbell de Lambert. The Skin Clinics include a network of 20 skin cancer

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2 Healthscope detection and treatment service clinics which were acquired from Primary in October 2005. The Australian Veterinary Pathology business is the leading provider of pathology services in Victoria and South Australia, and also experienced revenue and earnings growth in 2006.

Healthscope’s New Zealand operations consist of both human and veterinary pathology. It operates human pathology under the brand Northland Pathology, which is the sole provider to the Northland District Health Board. Its veterinary pathology business still operates under the Gribbles’ brand and has a market share of 80% across five laboratories. In Malaysia, Healthscope acquired from Gribbles a human pathology business that consists of 39 labs with a market share of around 40%. In Singapore, Healthscope’s Quest business now has 4 labs with market share of over 50%.

Corporate activity Over the last four years Healthscope has pursued a policy of growth by acquisition, the most significant of which being the entry into the highly competitive pathology market with its acquisition of Gribbles for $230 million in late 2004.

2002-2003:Acquired 6 hospitals from Mayne Group, including St. Helens Private (Psychiatric Hospital, Tas)

Dec 2004:Completed acquisition of Gribbles Group at a cost of $230m. With acquisition of Gribbles, Healthscopeentered pathology market

May 2005:Acquired hospital operator Nova Health

May 2005:Acquired Quest Laboratories, a leading Singaporean pathology company

Aug 2005:Sold Gribbles’interest in Pathnet India

Dec 2005:Agreement to acquire Davies, Campbell & de Lambert, a privately owned NSW–based pathology practice

Dec 2005:Sold Amdel for $60m, acquired in Gribbles acquisition

Sep 2005:Acquired 14 Ramsay Health (ex-Affinity) hospitals

Oct 2005:Acquired Primary Skin Care Clinics for $27m

Sep 2005:Sold Gribbles’interest in Pathnet India

2002 2003 2004 2005 2006

Sep 2006:Announces divestment of 5 hospitals at $63.2m to Healthe Care Australia

2002-2003:Acquired 6 hospitals from Mayne Group, including St. Helens Private (Psychiatric Hospital, Tas)

Dec 2004:Completed acquisition of Gribbles Group at a cost of $230m. With acquisition of Gribbles, Healthscopeentered pathology market

May 2005:Acquired hospital operator Nova Health

May 2005:Acquired Quest Laboratories, a leading Singaporean pathology company

May 2005:Acquired hospital operator Nova Health

May 2005:Acquired Quest Laboratories, a leading Singaporean pathology company

Aug 2005:Sold Gribbles’interest in Pathnet India

Dec 2005:Agreement to acquire Davies, Campbell & de Lambert, a privately owned NSW–based pathology practice

Dec 2005:Sold Amdel for $60m, acquired in Gribbles acquisition

Sep 2005:Acquired 14 Ramsay Health (ex-Affinity) hospitals

Oct 2005:Acquired Primary Skin Care Clinics for $27m

Sep 2005:Sold Gribbles’interest in Pathnet India

2002 2003 2004 2005 2006

Sep 2006:Announces divestment of 5 hospitals at $63.2m to Healthe Care Australia

Source: Company filings

Key risks Difficulty in integrating recently acquired operations, including Gribbles, Nova and Affinity hospitals Continued underperformance from the Gribbles’ business, which underperformed under previous

management Greenfield (i.e. new) hospitals typically do not break even for the three years following completion Government policy and regulation, including

– potential change of nature and extent of the regulation or licensing systems operating in relation to hospitals and pathology laboratories

– changes to the Medicare regime or initiatives relating to private health cover Medical profession salaries and wages pressure, especially an increase in the cost of nursing labour Private hospital revenue is derived from health funds and is dependent on private health fund

participation rates and a satisfactory commercial relationship between the fund and Healthscope

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2 Healthscope Outlook

The key focus for the Company in the current year is to extract value from the significant hospital and pathology acquisitions over the past two years

Second half performance was driven by both an improvement in Healthscope core hospital holding and Affinity acquisition … Increased number of hospitals has given Healthscope scale benefits with the health funds and supply/service contracts.

” Healthscope 2006 Annual Report UBS Research 24 August 2006

Share price performance Healthscope’s share price has risen from $3.48 on 19 November 2004 to $5.38 on 24 November 2006, representing an increase of 55%.

As at 24 November 2006, Healthscope had 236.1 million shares on issue on a fully-diluted basis.

Healthscope share price performance vs. S&P/ASX 200

Share register

Substantial shareholders

Distribution of shareholders Holder Shares %

BEC Equities Pty Ltd 18,921,735 8.2

Cooper Investors Pty Ltd 17,388,916 7.5

AMP Ltd 15,001,027 6.5

Invesco Australia Ltd 11,768,318 5.1

TOTAL 63,079,996 27.2

Holdings No. of holders

1–1,000 shares 3,007

1,001–5,000 shares 7,797

5,001–10,000 shares 2,109

10,001–100,000 shares 1,299

100,001 and over 128

TOTAL 14,340

Source: Lionshares, company filings

2.50

3.50

4.50

5.50

6.50

Nov-04 Mar-05 Jul-05 Nov-05 Mar-06 Jul-06 Nov-06

A$ / share

54.8%

40.6%

Healthscope S&P/ASX 200 (rebased to Healthscope)

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2 Healthscope

Healthscope financial statements

Earnings summary Year end 30 June (A$m) FY06A FY07F

Revenue 986 1,224

SG&A & other operating expenses 851 1,047

EBITDA 135 178

margin (%) 13.7% 14.5%

Depreciation & amortisation (28) (35)

EBIT 107 142

Finance costs (43) (45)

Tax (15) (29)

NPAT (pre-abnormal items) 50 69

Segment EBITDA FY06A FY07F

Pathology 34 43

Hospitals 105 142

Other (4) (7)

Total 135 178

Source: Company filings

Balance sheet Year end 30 June (A$m) FY05A FY06A

Cash 6 10

Inventories 14 26

Receivables 79 138

Other assets 50 61

Property, plant & equipment 283 567

Intangibles 485 747

Total assets 917 1,548

Creditors 71 117

Borrowings 334 586

Provisions/Other 80 114

Total liabilities 485 816

Total shareholders equity 443 731

Source: Company filings

Selected cash flow items Year end 30 June (A$m) FY06A FY07F

Capital expenditure 47 50

Source: Company filings

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Section 3

Symbion

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3 Symbion Symbion is a health, diagnostics and wellness business strategically positioned to benefit from health industry growth and disease management and prevention Symbion (ASX ticker: SYB) is an Australian health, diagnostic and wellness company with five domestic business units: Pathology, Medical Centres, Imaging, Pharmacy Services and Consumer. Previously named Mayne group, the company has undergone significant restructuring and transformation in the last decade. Symbion holds market leading positions within Australia and is strategically positioned to benefit from health industry growth and disease management and prevention.

History

Symbion was created in November 2005 by the renaming of Mayne Group Limited, following the demerger of Mayne Pharma. Over the 12 months since the demerger, the new Symbion has focused on setting a strategic direction as a health, diagnostic and wellness company. This has involved reviewing each of the five divisions within the company, and considering how they can be best positioned to provide maximum benefit to their customers and Symbion as a whole.

Symbion’s business model

Symbion’s businesses can be grouped into two main business areas, its diagnostic businesses and its consumer and pharmacy businesses.

Source: Company filings

CITIC Australia Pty Ltd

Pharmacy Services

Symbion

Pathology Consumer

Diagnostic Imaging

Medical Centres

Diagnostics businesses 2007F EBITDA: $170m

C&P Businesses 2007F EBITDA: $91m

CITIC Australia Pty Ltd

Pharmacy Services

Symbion

Pathology Consumer

Diagnostic Imaging

Medical Centres

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3 Symbion

Symbion’s business segments

Revenue by division (FY06)

EBITDA by division (FY06)

Pharmacy68%

Pathology & Medical Centres

18%

Imaging9%

Consumer5%

Pathology & Medical Centres

45%

Consumer14%

Imaging23%

Pharmacy services

18%

Source: Company filings Source: Company filings

Diagnostics

Symbion’s diagnostic businesses consist of Pathology, Medical Centres and Imaging.

Pathology

Symbion Pathology owns and operates Australia’s second largest group of private pathology practices, providing pathology services to healthcare professionals and their patients in Victoria, New South Wales, ACT, Queensland, Western Australia and the Northern Territory. The business has grown through a combination of organic growth and acquisitions and operates under a number of well recognised state-based brands. Symbion Pathology employs more than 180 pathologists and 6,000 scientists, collection and support staff. More than 10 million patient episodes are performed annually in approximately 80 laboratories and 670 collection centres.

Symbion Pathology has a diversified referral base including general practitioners, specialists, public and private hospitals, clinical trials and veterinary testing. Symbion Pathology’s national network of highly trained pathologists and scientists covers all disciplines all disciplines of pathology. Symbion Pathology has a strong focus on quality and reliability of service, which underpins the business’ strong clinical and operational expertise.

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3 Symbion

Medical Centres

Symbion Medical Centres work with general practitioners to provide local communities with quality health care and family medicine. Affiliated general practitioners operate their practices within Symbion facilities to form one of the largest medical centre networks in the country. More than 450 GPs operate their practices within its 50 facilities across the country and perform more than 2 million consultations every year.

Symbion Medical Centres are an important referral source for Symbion Pathology and, to a lesser extent, Symbion Imaging. However, the clinical independence of the general practitioners working within Symbion medical centres is a fundamental premise of this business. Symbion Medical Centres has commenced a transformation strategy which is expected to result in a high proportion of larger centres benefiting from economies of scale, through the amalgamation of existing sites and the acquisition of new sites.

Imaging

Symbion Imaging is Australia’s third largest provider of diagnostic imaging services in Australia by revenue, with operations on the eastern seaboard of Australia. Working within local health communities, Symbion Imaging’s diagnostic imaging network is one of Australia's largest diagnostic imaging groups, providing a full range of services including X-rays, computerised tomography (CT scans), magnetic resonance imaging (MRIs) and ultrasounds. Approximately 2.2 million diagnostic imaging procedures are conducted annually in more than 130 community and hospital based centres in Queensland, New South Wales and Victoria by more than 160 diagnostic imaging specialists and more than 950 radiographers and other technical staff.

Symbion Imaging has a well developed and diversified referral base, with referrals coming from GPs, specialists, private hospitals and public hospital contracts. Symbion Imaging derives just under 50% of its revenue from Medicare, with the remainder coming largely from private billings and the Department of Veteran Affairs.

Current focus is on restoring performance through consolidation or closure of underperforming sites – the rationalisation of sites is the first step in the move towards a hub and spoke network utilising large central hub sites co-located with hospitals, surrounded by comprehensive suburban feeder sites.

Diagnostics business model1

Source: Company filings Note: 1 Symbion businesses are shown in blue

Private

hospital Specialist

s

Pathology

Diagnostic imaging

Medical centres

denotes referral

Private

hospital Specialist

s

Pathology

Diagnostic imaging

Medical centres Private

hospital Specialist

s

Pathology

Diagnostic imaging

Medical centres

denotes referral

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3 Symbion

Consumer and Pharmacy businesses

Symbion’s consumer and pharmacy businesses consist of Consumer and Pharmacy Services.

Consumer

Symbion Consumer is a vertically integrated consumer health business focused on nutraceuticals and over-the-counter products. Symbion Consumer develops, manufactures and markets vitamins, mineral and herbal supplements, and is the leading provider of these nutraceutical products in the Australian market, with a market share of approximately 21% across the pharmacy and grocery channels.

Symbion Consumer’s products are sold through four main channels: pharmacy, grocery, health food stores and direct-to-consumer. The portfolio of leading brands, including Nature’s Own, Cenovis, Bio-organics, Microgenics and Golden Glow, is tailored to suit specific channels. Symbion Consumer has more than 600 stock keeping units, with the three largest products (Glucosamine, fish oil and multi-vitamins) comprising approximately 50% of sales.

Approximately 60% of Symbion Consumer’s nutraceutical products are manufactured at a facility in Virginia, Queensland with the remaining 40%, which are predominantly soft gel products, are manufactured externally through local contract manufacturers.

Symbion Consumer’s focus has been on promoting its clear and differentiated branding strategy with specific brands for each channel and a power brand sitting across all retail channels. New product development is an important focus whilst domestic acquisitions are also seen as an effective tool to supplement organic growth and to utilise existing manufacturing capacity.

Pharmacy Services

Symbion Pharmacy Services provides wholesale distribution of pharmaceutical and over-the-counter products to pharmacies and hospitals across Australia. Symbion Pharmacy Services offers at least once daily delivery of the full range of PBS medicines to pharmacies across Australia, including pharmacies in rural and remote areas. Symbion Pharmacy Services is also a leading distributor of pharmaceutical products to Australian public and private hospitals.

Symbion Pharmacy Services provides additional services to pharmacies including marketing, promotional support, back office support, technology, staff training and merchandising programs, through its 2 recognised pharmacy brands, Terry White Chemists and Chemmart, and offers a range of retail services to independent pharmacies through its Pharmacy Choice program.

Other activities carried out by Symbion Pharmacy Services include the sale of private label products to pharmacies, pre-wholesaling and direct-to-pharmacy distribution services on behalf of manufacturers, and sales and maintenance of a fully integrated dispensary and point of sale system called Minfos.

Symbion Pharmacy Services’ focus has been on a number of cost-cutting initiatives to underpin margin improvement, including a flatter management structure, warehouse rationalisation and a streamlining of delivery frequencies in some areas.

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3 Symbion

Corporate activity Symbion has been through a period of significant change and transformation over the past five years with major acquisitions and divestments taking place as well as the demerger of the international pharmaceuticals business.

2002 2003 2004 2005 20062001

2001:Acquisition of FH Faulding & Co, adding Pharmacy Services, Consumer and Pharmaceutical businesses

Jun 2003:Sale of non-health Logistics business

Dec 2003:Divested hospitals business

Nov 2005:Demerger of global pharmaceutical business Mayne Pharma from domestic healthcare business becomes effective; Company renamed Symbion Health Ltd

Source: Company filings

Key risks

Government policy and regulation including

– pathology and diagnostic imaging pricing agreements

– potential change of nature and extent of the regulation or licensing systems

– regulatory change with the pharmacy distribution space

– changes to the Medicare regime or initiatives relating to private health cover

Medical profession salaries and wages pressure

Improved competitive positioning of key rivals

Continued slow growth in general practitioner attendances, which would decrease the number of pathology and diagnostic imaging referrals

Private hospital revenue is derived from health funds and dependent on both private health fund participation rates and a satisfactory commercial relationship between the fund and Symbion

Relationships with doctors who impact a patient’s selection of pathology and diagnostic imaging practices and services

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3 Symbion

Outlook

Symbion’s business showed resilience in a period of significant change for the company, with all divisions increasing their underlying earnings in 2006. A number of initiatives have been implemented since the demerger to improve business performance, with the benefits expected to flow from 2007 and beyond. The divisions stabilised during the second half and some early positive signs are emerging.

” Symbion 2006 Annual Report

We expect pathology momentum to continue, with greater than market organic growth in a number of states. Pharmacy and Diagnostic Imaging issues will persist, with cost cutting remaining key. Growth is likely via bolt-on acquisitions or even a strategic play.

” UBS Research

29 August 2006

Share price performance Symbion’s share price has risen from $2.52 on 19 November 2004 to $3.33 on 24 November 2006, representing an increase of 32%.

Symbion was positively re-rated immediately following the implementation of the demerger and the appointment of the new management team in November of 2005. Following this increase in its share price, Symbion has underperformed the S&P/ASX 200 Index.

As at 24 November 2006, Symbion had 645.5 million shares on issue on a fully-diluted basis.

Symbion share price performance vs. S&P/ASX 200

Source: IRESS

1.00

1.50

2.00

2.50

3.00

3.50

4.00

Nov-04 Mar-05 Jul-

05 Nov-05 Mar-06 Jul-

06 Nov-06

A$ / share

40.8%

32.0%

Symbion S&P/ASX 200 (rebased to Symbion)

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3 Symbion Share register

Substantial shareholders

Distribution of shareholders Holder Shares %

Maple-Brown Abbott 59,360,508 9.2

Lazard Asset Mgmt Pacific 58,519,823 9.1

Schroders Invstmt. Mgmt. 54,352,948 8.5

National Australia Bank Ltd 52,361,475 8.1

Deutsche Bank AG 46,692,127 7.3

AXA Asia Pacific Holdings 32,594,863 5.1

TOTAL 303,881,744 47.3

Holdings No. of holders

1–1,000 shares 33,096

1,001–5,000 shares 24,544

5,000–10,000 shares 4,030

10,001–100,000 shares 2,132

100,001 and over 118

TOTAL 63,920

Source: Lionshares, company filings

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3 Symbion

Symbion financial statements

Earnings summary Year end 30 June (A$m) FY06A FY07F

Revenue 3,402 3,770

SG&A & other operating expenses 3,179 3,517

EBITDA 223 253

margin (%) 6.6% 6.7%

Depreciation & amortisation (49) (52)

EBIT 174 201

Finance costs (37) (56)

Tax (41) (43)

NPAT (pre-abnormal items) 95 102

Significant items (8) 0

Minority interests (4) (4)

NPAT 84 98

Segment EBITDA FY06A FY07F

Pathology (incl medical centres) 104 115

Diagnostic imaging 52 55

Pharmacy 42 52

Consumer brands 33 39

Unallocated (8) (8)

Total 223 253

Source: Company filings

Balance sheet Year end 30 June (A$m) FY05A FY06A

Cash 390 187

Inventories 418 262

Receivables 460 232

Other assets 162 144

Property, plant & equipment 518 245

Intangibles 2,239 1,094

Total assets 4,187 2,164

Creditors 582 511

Borrowings 679 601

Provisions/Other 348 233

Total liabilities1 1,609 1,345

Total shareholders equity 2,578 819

Source: Company filings

Note: 1 As at 30 June 2006, Symbion had $365 million debtors securitisation facilities, of which $128.1 million was available

Selected cash flow items Year end 30 June (A$m) FY06A FY07F

Capital expenditure 61 43

Source: Company filings

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Appendix A

Comparable trading and transaction multiples

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Comparable trading multiples

EV/EBITDA—2007F and 2008F

13.212.5

10.410.8

9.2

12.711.7 11.5

11.110.310.6

11.8

9.910.7 10.7

9.3

0

4

8

12

16

20Si

gm

a

Au

st. P

har

m.

Ind

ust

ries

Vis

ion

Gro

up

Prim

ary

Son

ic

Sym

bio

n

Hea

lth

sco

pe

Ram

say

EV/E

BIT

DA

(x)

2007F 2008F

Pharmaceutical Services Hospitals

Source: IRESS, company filings, broker consensus

Notes: 1 All share prices as 24 November 2006, with net debt as at last reporting date; Symbion EV inclusive of securitisation 2 Calendarised to June year end 3 Excludes medical technology companies

P/E—2007F and 2008F

21.119.118.1

16.318.519.019.619.7

22.5

34.9

14.715.316.7

18.1

21.419.3

0

10

20

30

40

Au

st. P

har

m.

Ind

ust

ries

Sig

ma

Sym

bio

n

Son

ic

Prim

ary

Vis

ion

Gro

up

Ram

say

Hea

lth

sco

pe

P/E

(x)

2007F 2008F

Pharmaceutical Services Hospitals

Source: IRESS, company filings, broker consensus

Notes: 1 All share prices as 24 November 2006 2 Calendarised to June year end 3 Excludes medical technology companies

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Selected precedent transaction multiples Selected precedent transactions—Pathology

Enterprise value/ Equity value/

Date Acquiror Target

Enterprise value

(US$m)

Equity value

(US$m)

LTM revenue

(x)

LTM EBITDA

(x)

LTM net income

(x)

Aug-05 Sonic Healthcare Clinical Pathology Labs 375 na 2.0 9.5 na

Aug-05 Quest Diagnostics, Inc. LabOne 934 685 1.9 13.8 20.8

Oct-04 Gribbles Healthscope 415 na na 9.8 na

Jun-02 Mayne Group Ltd QML 268 na 1.7 9.9 na

May-02 Laboratory Corporation of America Dynacare, Inc. 672 485 2.4 14.0 31.2

Mean 2.0 11.4 26.0

Median 2.0 9.9 26.0

Source: UBS Investment Bank

Selected precedent transactions—Diagnostic imaging

Revenue multiple (x) EBITDA multiple

(x) EBIT multiple

(x)

Date Target Transaction Amount (A$m) Historical Forecast Historical Forecast Historical Forecast

Australia

Dec-06 DCA Group Acquisition by CVC 1,800-1,9001 2.6–2.8 2.5–2.6 9.6–10.1 9.2–9.7 13.1–13.9 13.2–14.0

Jun-04 MIA Acquisition by DCA 7002 2.4 2.2 9.6 na 14.0 12.0

Feb-02 Qld Diagnostic Imaging Acquired by Mayne Group 87 2.1 1.8 10.1 7.0 15.8 na Jan-00– Jul-01

Queensland X-ray Group/SKG Radiology/Pacific Medical

Acquisitions by Sonic Healthcare

450 1.2–2.5 2.0–2.3 na na 8.4–11.0 10.3–12.0

Mean 2.3 1.9 9.9 8.2 13.3 12.3 Median 2.3 2.0 9.9 8.2 13.8 12.0

Source: UBS Investment Bank

Notes: 1 Based on the value of the offer at the time of announcement 2 Independent expert valuation range

Selected precedent transactions—Pharmacy services Enterprise value/

Enterprise

value LTM Sales

FY+1 Sales

LTM EBITDA

FY + 1 EBITDA

Date Target/Acquirer ($mm) (x) (x) (x) (x) 03-Oct-05 CCS Acquisition 1/Warburg Pincus 630 2.0 na 10.5 na 21-Jul-05 Priority Healthcare/Express Scripts 1,341 0.7 0.6 16.7 13.8

22-Feb-05 Accredo/MEDCO Health Solutions 2,499 1.5 1.2 16.1 14.6

09-Aug-04 Chronimed/MIM 115 0.2 0.2 9.4 8.4

Mean 1.1 0.7 13.2 12.3 Median 1.1 0.6 13.3 13.8 Source: UBS Investment Bank

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Selected precedent transaction multiples

Selected precedent transactions—Consumer Consumer goods

Enterprise value/ Margin

Date Acquirer Target

Enterprise value

(US$m)

LTM sales (x)

LTM EBITDA

(x)

LTM EBIT (x)

LTM EBITDA

(x)

LTM EBIT (x)

15-Dec-03 Henkel KGaA Dial Corporation 3,061 2.3 11.0 12.7 9.1 7.9 18-Mar-03 Procter & Gamble Wella 6,794 1.8 14.3 20.7 6.6 4.5

21-Jan-03 Energizer Schick Wilkinson Sword 930 1.4 8.9 12.7 11.2 7.8

21-May-01 Procter & Gamble Clairol (Bristol Myers Squibb) 4,950 2.3 12.4 13.8 8.1 7.3

07-May-01 Church & Dwight/Kelso Carter-Wallace (Consumer business) 739 1.4 6.9 8.2 14.4 12.2

Mean 1.8 10.7 13.6 9.9 7.9 Median 1.8 11.0 12.7 9.1 7.8 Source: UBS Investment Bank

Over the counter Enterprise value/ Margin

Date Acquirer Target

Enterprise value

(US$m)

LTM sales (x)

LTM EBITDA

(x)

LTM EBIT (x)

LTM EBITDA

LTM EBIT

19-Jul-04 Bayer Roche Consumer Health 2,962 2.4 12.5 na 19.2 na 10-Jun-03 NBTY Rexall Sundown (Royal Numico) 250 0.5 6.4 8.1 9.0 7.1

28-Sep-01 Church & Dwight Carter-Wallace (consumer division) 1,039 1.3 8.7 12.1 15.2 10.9

09-Oct-00 Glaxo Wellcome Block Drug 1,230 1.4 11.4 16.0 11.9 8.5

01-May-00 Royal Numico Rexall Sundown 1,649 2.5 14.4 16.9 17.6 15.0

Mean 1.6 10.7 13.3 14.6 10.4 Median 1.4 11.4 14.1 15.2 9.7 Source: UBS Investment Bank

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Appendix B

Share price data

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Healthscope share price data

Healthscope price and volume data (November 2004—November 2006, weekly) Date Close price (A$) Volume (‘000s) Date Close price (A$) Volume (‘000s)

19-Nov-04 3.48 877 25-Nov-05 5.85 5,415

26-Nov-04 3.61 1,391 2-Dec-05 5.80 3,502

3-Dec-04 3.47 1,270 9-Dec-05 5.54 5,331

10-Dec-04 3.34 1,224 16-Dec-05 5.62 5,387

17-Dec-04 3.48 2,845 23-Dec-05 5.60 5,878

24-Dec-04 3.47 2,229 30-Dec-05 5.61 1,541

31-Dec-04 3.49 1,152 6-Jan-06 5.84 5,276

7-Jan-05 3.73 2,177 13-Jan-06 5.73 3,492

14-Jan-05 3.77 5,071 20-Jan-06 4.17 72,934

21-Jan-05 4.12 4,515 27-Jan-06 4.29 15,061

28-Jan-05 4.13 2,259 3-Feb-06 4.21 10,899

4-Feb-05 4.02 2,252 10-Feb-06 4.17 6,450

11-Feb-05 4.01 1,774 17-Feb-06 4.05 5,698

18-Feb-05 4.25 4,677 24-Feb-06 3.93 11,193

25-Feb-05 4.01 1,873 3-Mar-06 3.84 10,549

4-Mar-05 4.15 1,410 10-Mar-06 3.85 11,481

11-Mar-05 4.28 2,669 17-Mar-06 4.05 12,346

18-Mar-05 4.30 2,116 24-Mar-06 3.93 12,655

25-Mar-05 4.23 1,408 31-Mar-06 3.90 9,309

1-Apr-05 4.52 3,023 7-Apr-06 3.96 5,000

8-Apr-05 4.57 1,799 14-Apr-06 3.90 2,341

15-Apr-05 4.52 2,871 21-Apr-06 4.27 9,473

22-Apr-05 4.53 3,275 28-Apr-06 4.37 9,379

29-Apr-05 4.42 1,278 5-May-06 4.40 10,381

6-May-05 4.31 1,804 12-May-06 4.28 6,605

13-May-05 4.55 971 19-May-06 4.37 6,066

20-May-05 4.47 2,158 26-May-06 4.30 6,507

27-May-05 4.43 3,100 2-Jun-06 4.40 5,874

3-Jun-05 4.42 2,842 9-Jun-06 3.80 11,325

10-Jun-05 4.56 3,499 16-Jun-06 3.70 10,122

17-Jun-05 4.65 4,251 23-Jun-06 3.74 4,370

24-Jun-05 4.51 3,143 30-Jun-06 3.90 6,530

1-Jul-05 4.56 3,638 7-Jul-06 4.00 2,960

8-Jul-05 4.64 4,100 14-Jul-06 3.85 4,967

15-Jul-05 4.79 3,327 21-Jul-06 3.85 4,744

22-Jul-05 4.99 4,381 28-Jul-06 3.89 3,891

29-Jul-05 4.90 2,498 4-Aug-06 3.78 2,781

5-Aug-05 5.06 2,157 11-Aug-06 3.73 3,863

12-Aug-05 5.21 2,855 18-Aug-06 4.00 5,038

19-Aug-05 5.17 3,828 25-Aug-06 4.50 19,631

26-Aug-05 5.47 2,684 1-Sep-06 4.75 12,569

2-Sep-05 5.67 1,934 8-Sep-06 4.95 9,375

9-Sep-05 6.14 6,142 15-Sep-06 4.81 7,201

16-Sep-05 6.29 4,600 22-Sep-06 4.90 8,014

23-Sep-05 6.49 3,084 29-Sep-06 4.73 8,190

30-Sep-05 6.19 2,823 6-Oct-06 4.78 6,067

7-Oct-05 6.10 2,644 13-Oct-06 4.85 10,650

14-Oct-05 5.90 4,438 20-Oct-06 4.88 5,835

21-Oct-05 5.50 3,666 27-Oct-06 4.90 5,807

28-Oct-05 5.52 4,921 3-Nov-06 5.02 4,979

4-Nov-05 5.90 3,649 10-Nov-06 5.25 3,142

11-Nov-05 5.75 3,038 17-Nov-06 5.23 2,484

18-Nov-05 5.99 1,997 24-Nov-06 5.38 2,555

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Symbion share price data

Symbion price and volume data (November 2004—November 2006, weekly) Date Close price (A$) Volume (‘000s) Date Close price (A$) Volume (‘000s)

19-Nov-04 2.52 15,041 25-Nov-05 3.54 29,252

26-Nov-04 2.41 34,939 2-Dec-05 3.60 9,225

3-Dec-04 2.51 24,565 9-Dec-05 3.43 10,868

10-Dec-04 2.51 13,819 16-Dec-05 3.46 10,018

17-Dec-04 2.57 13,523 23-Dec-05 3.48 8,001

24-Dec-04 2.48 8,803 30-Dec-05 3.53 3,647

31-Dec-04 2.47 2,134 6-Jan-06 3.55 11,887

7-Jan-05 2.52 6,195 13-Jan-06 3.68 6,985

14-Jan-05 2.57 16,506 20-Jan-06 3.46 12,438

21-Jan-05 2.53 9,968 27-Jan-06 3.49 10,605

28-Jan-05 2.63 13,038 3-Feb-06 3.42 5,740

4-Feb-05 2.77 17,039 10-Feb-06 3.44 8,782

11-Feb-05 2.72 12,435 17-Feb-06 3.46 13,435

18-Feb-05 2.64 19,613 24-Feb-06 3.37 15,180

25-Feb-05 2.34 44,777 3-Mar-06 3.45 13,032

4-Mar-05 2.48 29,342 10-Mar-06 3.30 7,249

11-Mar-05 2.36 20,641 17-Mar-06 3.22 12,009

18-Mar-05 2.37 12,371 24-Mar-06 3.36 14,337

25-Mar-05 2.23 17,581 31-Mar-06 3.44 15,472

1-Apr-05 2.26 16,937 7-Apr-06 3.60 15,740

8-Apr-05 2.22 11,030 14-Apr-06 3.45 11,677

15-Apr-05 2.15 21,901 21-Apr-06 3.39 16,891

22-Apr-05 2.19 23,467 28-Apr-06 3.42 16,780

29-Apr-05 2.02 14,197 5-May-06 3.47 12,122

6-May-05 2.44 41,945 12-May-06 3.52 15,367

13-May-05 2.44 23,374 19-May-06 3.37 15,854

20-May-05 2.52 25,405 26-May-06 3.22 14,987

27-May-05 2.51 37,993 2-Jun-06 3.25 17,372

3-Jun-05 2.63 25,248 9-Jun-06 3.16 14,698

10-Jun-05 2.69 23,887 16-Jun-06 3.07 11,972

17-Jun-05 2.69 24,007 23-Jun-06 3.03 10,199

24-Jun-05 2.77 36,831 30-Jun-06 3.06 12,812

1-Jul-05 2.75 20,239 7-Jul-06 3.10 7,719

8-Jul-05 2.72 20,188 14-Jul-06 3.04 6,765

15-Jul-05 2.74 14,466 21-Jul-06 2.98 5,026

22-Jul-05 2.82 12,667 28-Jul-06 3.01 5,622

29-Jul-05 2.84 12,105 4-Aug-06 2.99 5,721

5-Aug-05 2.78 14,415 11-Aug-06 2.92 5,285

12-Aug-05 2.85 13,410 18-Aug-06 2.96 5,887

19-Aug-05 2.90 18,490 25-Aug-06 2.94 10,770

26-Aug-05 2.91 39,441 1-Sep-06 3.18 14,276

2-Sep-05 2.92 24,456 8-Sep-06 3.21 9,374

9-Sep-05 3.06 21,169 15-Sep-06 3.29 10,424

16-Sep-05 3.13 19,780 22-Sep-06 3.22 21,513

23-Sep-05 3.16 17,165 29-Sep-06 3.42 13,385

30-Sep-05 3.12 20,244 6-Oct-06 3.46 13,393

7-Oct-05 3.16 17,232 13-Oct-06 3.32 8,557

14-Oct-05 3.03 21,813 20-Oct-06 3.34 13,232

21-Oct-05 3.03 17,154 27-Oct-06 3.32 12,143

28-Oct-05 2.98 14,818 3-Nov-06 3.33 31,805

4-Nov-05 3.05 18,728 10-Nov-06 3.22 7,052

11-Nov-05 3.32 26,060 17-Nov-06 3.25 8,640

18-Nov-05 3.44 22,442 24-Nov-06 3.33 13,730