4. 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
Minimum offer significantly undervalues Symbion
Analysis of Offer
Offer contains onerous terms and conditions precedent
Recommend rejection of current Healthscope offer
Symbion Response
Aim to secure a price floor of $4.60 for Symbion
Healthscope May revise offer and propose an amended Scheme of Arrangement
Contingencies May undertake a hostile takeover
Scenario Analysis Choose appropriate strategy based on Healthscope’s response
Next Steps Implementing our recommendation
2
8. Synergy Analysis
Synergies of c$74.2m are estimated to accrue from the transaction.
Estimated cost synergies
Area Estimated Quantity pa ($m) Details
Laboratory consolidation
Pathology cost synergies 68.9 Procurement of consumables
Rationalisation of pathology support functions
Rationalisation of firm-wide corporate functions
Corporate cost synergies 5.3 Costs saved from de-listing Symbion
Costs saved from using a common IT platform
Total 74.2
Timeline for pathology synergies Implementation costs
Costs(1) ($m) Details
Implementation costs relating to
51.6
pathology lab synergies
(1) One-off implementation cost staggered over three years
6
10. Offer Price and Terms
In addition to undervaluing Symbion, Healthscope’s offer has attached to it undesirable terms and
conditions precedent.
Implied Offer Price Terms and Conditions Precedent
Comments
Healthscope VWAP
Management Seek to retain 1-2 Symbion Board members
Structure in MergeCo
$5.30 - $5.60 - $6.06 -
<$5.30(1) >$6.51
$5.60 $6.06 $6.51
Symbion directors should be allowed to
Exclusivity consider better third-party proposals that
Period & Break maximise shareholder value
Exchange 0.4642 – 0.4393 – Fee
- 0.4393 0.4089 Break fee acceptable
Ratio 0.4393 0.4086
Regulatory ACCC anti-competition concerns for
Pro-forma Approval pathology business in Victoria
55.9% – 54.5% –
SYB - 54.5% 52.7%
54.5% 52.7%
Ownership
IAC Debt Undesirable to have IAC debt commitment
Commitment as a hurdle requirement
Implied $4.30 –
- $4.30 $4.50 $4.50
Value $4.50
CGT Roll-over CGT roll-over relief available for the scrip
Relief component of the offer
(1) As a Healthscope VWAP of $5.30 is a condition precedent, anything lower would not
result in the offer going ahead
8
11. Offer Characteristics
There are several concerns for Symbion shareholders with the Healthscope offer.
Attraction Concerns
Offer price significantly undervalues
Contribution
Symbion receives a proportionally higher Offer Price Symbion
ownership stake in MergeCo given its
Ratio EBITDA contribution
Price floor of $4.30 due to double collar
Uncertainty of
Consideration But exact value of consideration is
uncertain
Symbion shareholders who elect to receive
Business
a scrip component have exposure across 4
Scale and Mix different market segments Potential for volatility in MergeCo’s price
Volatility of post-transaction
MergeCo’s
Price An oversupply of MergeCo shares will exert
downward pressure on price
Individual shareholders have flexibility to Long-term success of MergeCo predicated
Form of
maximise cash consideration or scrip on the full realisation of synergies
Consideration consideration
Integration and
Synergy Risks No guarantee that Healthscope will be able
to integrate Symbion successfully
9
13. Fair Value of Symbion
Minimum price acceptable to Symbion is $4.60.
Valuation Offer Price Considerations
Enterprise Value
Valuation Measure Price per Share (A$)
Market Valuation Pre-bid 3 Month Advised SYB Board owes duty to shareholders to only
VWAP - $3.50 Price - $4.60
accept offers that maximise shareholder
6 Month Trading Range $3.07 $4.30 Maximise value
Shareholder
Trading Comps - EV / 2007F EBITDA $3.70 $4.09
Value Scheme proposal implies payment of full
value for Symbion to ensure a friendly
Transaction Comps - EV / LTM EBITDA $4.21 $4.60
transaction
DCF Valuation
Symbion $4.01 $4.90
Potentially the last available acquisition
Era of in the healthcare industry due to sector
Indicative Bid Valuation
Consolidation consolidation
Pre-bid 3 Month VWAP¹ + (31.5% premium) $3.50 $4.60 Coming to an
End A higher price will be sought to take
Analyst Price Targets $4.00 $4.25 advantage of the opportunity
Synergies
Symbion has significant market share in
each of its business divisions
Future Spare debt capacity to fund future
Prospects growth
Strong industry growth prospects (eg
due to ageing population)
11
14. Healthscope Offer Determinants
It is unlikely that Healthscope will be prepared to pay more than $4.60.
Offer price considerations(1) MergeCo versus Healthscope EPS accretion / dilution
Offer price $4.60 Offer price $4.70
Difficult for Healthscope to sell a dilutive 15.0% 15.0%
EPS offer to its shareholders 12.5%
10.6%
Accretion / 10.0% 10.0%
Dilution Scrip of merged entity more attractive than
that of Symbion on an EPS basis 5.0% 5.0%
2.2%
0.0% 0.0%
2008F 2009F 2010F 2008F 2009F 2010F
(5.0%) (5.0%) -0.2%
Value of deal is synergy-driven -6.6%
(10.0%) (10.0%) -8.4%
Synergies Offer of $4.60 provides buffer for EPS
dilution from synergy risk MergeCo EPS comparison (offer of $4.60)
Earnings Per Share (cents) 2008F 2009F 2010F
Symbion 26.4 28.6 31.8
Opportunity for Symbion shareholders to
Healthscope 33.5 35.2 39.8
participate in synergies of the transaction
Merger of MergeCo (Excl C&P) 31.3 36.0 44.8
Equals Resulting ownership of MergeCo in favour
of Symbion shareholders(2)
(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
12
16. Decision Tree Analysis
Rejection of the offer increases the chance for a favourable result for Symbion.
Recommendation Healthscope Response Likely Outcome
Revised Scheme Transaction Successful
Proposal of scheme at $4.60 Board recommendation of
and implementing more revised scheme
favourable terms
Thorough due diligence
75% threshold easier to undertaken
achieve that 90% required for
Reject Offer alternative hostile takeover bid 75% acceptance at scheme
vote achieved
Offer undervalues
Symbion based on
DCF and transaction
comparables
Duty to maximise Hostile Takeover Unsuccessful Bid
shareholder value
At the same price and on same Rejection of offer by Symbion
terms as scheme proposal board
80% minimum for CGT rollover Retail shareholders will follow
relief to be available for scrip recommendation of the board
portion
Greater risk due to less reliable
90% minimum acceptance due diligence
condition
90% minimum acceptance not
reached
14
18. Scenario Analysis
There are a number of scenario-based strategies that can be employed after rejecting the initial offer.
Description Strategy
Recommend Symbion shareholders reject the offer
listing key reasons
Hostile Takeover Healthscope pursues an off market hostile takeover bid
Bid rather than proposing a revised scheme
May implement a takeover defence strategy such as a
share buyback
Acceptance of scheme proposal did not maximise
shareholder value
Walk Away Healthscope abandons all plans of a merger
Use available debt capacity to fund future growth
Revised proposal will require 75% acceptance of
shareholders by votes and 50% by number
Interloper in a Healthscope offers a revised proposal and an interloper
Revised Scheme takes a blocking stake to prevent the merger Maximum blocking stake is 19.9%
Pitch approval of the scheme to all shareholders
Superior Proposal A superior proposal is put forward by a third party post- Recommend if offer pays at least full value for
by a Third Party rejection of the scheme offer Symbion pending analysis of offer consideration
16
20. Next Steps
Reject offer and provide reasons to Symbion shareholders
Analyse any revised offers from Healthscope
Accept new offer or proceed with defence strategies
18
23. Key Segments
Pathology, diagnostic imaging and medical centres are key growth segments in Australian healthcare.
Pathology Diagnostic Imaging Medical Centres
Symbion
Other IPN
2% Primary
Primary 7% 2%
3%
5%
Other DCA
St John of Sonic 33% 35%
God 38%
5%
Healthscope
10%
Key players
Other
Symbion 93%
Symbion Sonic
16%
35% 16%
Major customer bases are referring Primary source of referrals
doctors and hospitals Top 3 private operators control c67% Private GPs comprise c70% of market
of market share with large, integrated healthcare
Medicare rebates accounted for c93%
providers comprising 30%
Salient features of total industry revenue Significant growth potential due to
aging population Projected 5-year CAGR of 2.7%
Existing Medicare Agreement caps
funding growth at 5%pa but estimated Funding structure similar to pathology Government incentives to promote the
to increase consolidation of independent practices
21
25. Share Register Overview
Estimated Ownership
Retail Investors Institutional Investors
30%
70%
Substantial shareholders
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
32,594,863
5.1 Appears to be a long term investor
23
26. Share Price Chart
SYB v Healthcare Index (1)
130
120
110
100
90
80
May-06 Aug-06 Nov-06 Feb-07 May-07
Healthcare Index Symbion
(1) Healthcare Index is a market capitalisation-weighted index comprising of Sonic, Healthscope, Primary, Blackmores and Sigma
24
28. Valuation Assumptions
WACC Calculation
Medicare rebates capped at 5% growth affecting
pathology and medical imaging DCF assumptions
Legislative Rebates set to expire in FY09, but assumed to Risk-free Rate 6.50%
remain in place Market Risk Premium 6.00%
Equity Beta 0.85
Revenue EBITDA Margin Cost of Equity 11.6%
Pathology – 12.5% Assumed to be
growth FY07 slightly higher than Cost of Debt 7.50%
Diagnostic imaging – FY07 numbers due Margin -
5% growth FY07 to cost savings and Tax Rate 30%
Consumer – 12% high operating Pre-tax Cost of Debt 7.50%
growth FY07 leverage Post-tax Cost of Debt 5.25%
Pharmacy – 12.5%
growth FY07 Capex and D&A Target Gearing (D/E) 35.0%
Operating Maintenance capex
E/V 74.1%
Longer-term growth for assumed forecasted
radiology tied to as a percentage of D/V 25.9%
Medicare rebate revenue
scheme D&A forecast as a % Post-tax WACC 9.95%
Longer-term growth for of capex merging into
consumer and 100% of capex in
pharmacy tied to CPI perpetuity
Financing 7.5% cost of debt (no margin)
26
29. Trading Comparables
Valuation
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 $3.50
Premium / (Discount) Over Current 5.5% 14.5%
List of Comparables Graph
Trading Comparables EV / 2007F EBITDA 14.0x
Healthscope 10.4x Median 11.6x
12.0x
Symbion 11.1x
10.0x
Sonic Healthcare 11.5x
Primary 11.7x 8.0x
12.7x 13.2x
API 12.7x M
e
p
u
t
i
l 6.0x
11.1x 11.5x 11.7x
10.4x
Sigma 13.2x 4.0x
Median 11.6x
2.0x
0.0x
Healthscope Symbion Sonic Primary API Sigma
Healthcare
27
30. Transaction Comparables
Sum of the Parts List of Transactions
Earnings Median multiple Value Pathology & Medical Centres
Target Company Date Acquiror EV (US$m) EV / LTM EBITDA
30-Jun-06 LTM Low High Low High
Clinical Pathology Labs Aug-05 Sonic Healthcare 375 9.5x
Divisional EBITDA QML Jun-02 Mayne Group 268 9.9x
Pathology 110 13.4x 14.4x 1474 1584 LabOne Aug-05 Quest Diagnostics 934 13.8x
Diagnostic Imaging 54 9.5x 10.5x 513 567 Dynacare May-02 Lab Corp of America 672 14.0x
IPN Jun-04 Sonic Healthcare 105* 15.3x
Consumer 47 13.0x 14.0x 611 658
Ameripath Inc Apr-07 Quest DIagnostics 2398* 17.2x
Pharmacy 36 15.0x 16.0x 540 576 Median 13.9x
247
Imaging
Enterprise Value 3138 3385
Target Company Date Acquiror EV (A$m) EV / LTM EBITDA
Plus Associates 0 0 MIA Jun-04 DCA 934 9.6x
Less Net Debt & Minorities (418) (418) DCA Group Sep-06 CVC Asia Pacific 2414 10.0x
Implied Equity Value 2720 2967 Qld Diagnostic Imaging Feb-02 Mayne Group 87 10.1x
Median 10.0x
Shares Outstanding 645.5 645.5
Implied Value Per Share $4.21 $4.60 Pharmacy
3-Mth VWAP (Pre-Bid) $3.50 $3.50 Target Company Date Acquiror EV (A$m) EV / LTM EBITDA
Premium Over Current 20.4% 31.3% 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
Valuation of Consumer and Pharmacy Arrow Pharmaceuticals Aug-05 Sigma Pharmaceuticals 680
Median
17.7x
15.5x
Earnings Median multiple Value Consumer
30-Jun-06 LTM Low High Low High Target Company Date Acquiror EV (US$m) EV / LTM EBITDA
Divisional EBITDA Rexall Sundown (Royal Numico) Jun-03 NBTY 250 6.4x
Roche Consumer Health Jul-04 Bayer 2962 12.5x
Consumer 47 13.0x 14.0x 611 658
Rexall Sundown May-00 Royal Numico 1649 14.4x
Pharmacy 36 15.0x 16.0x 540 576 Pfizer Consumer Healthcare Jun-06 Johnson & Johnson 22668* 20.8x
83 Median 13.5x
Enterprise Value 1151 1234 *Figures in AUD
28
31. Transaction Comparables (Cont.)
Pathology and Medical Centres Diagnostic Imaging
16.0x 12.0x
Median 13.8x
14.0x Median 10.0x
10.0x
12.0x
10.0x 8.0x
17.2x
8.0x 15.3x 6.0x
M
13.8x 14.0x
e
p
u
M
t
i
l
e
p
u
6.0x 10.0x 10.1x
t
i
l
9.6x
9.5x 9.9x 4.0x
4.0x
2.0x 2.0x
0.0x
CLP QML LabOne Dynacare IPN Ameripath 0.0x
Inc MIA DCA Group Qld Diagnostic
Imaging
Pharmacy Consumer
20.0x 16.0x
Median 13.5x
Median 15.5x 14.0x
16.0x
12.0x
12.0x 10.0x 20.8x
17.7x 8.0x
M
8.0x 16.1x 16.7x
e
p
u
14.9x 14.4x
t
M
i
l
e
p
u
12.5x
4.0x 9.4x 10.5x t
i
l 6.0x
4.0x
6.4x
0.0x 2.0x
0.0x
Rexall Roche Rexall Pf izer
Sundown Consumer Sundown Consumer
(Royal Numico) Health Healthcare
29
37. Deal Rationale
There is a strong strategic case for Healthscope to combine with Symbion.
Fully Integrated Network
Create a fully integrated
healthcare network
Gain Market Share Participate in Synergies
Unified referral base to
improve margins and Offer allows Symbion
Creation of Australia’s increase patient volumes shareholders to participate
largest pathology provider
in any upside from
synergies
Market-leading positions in
private hospitals,
Revenue synergies
The combination of the diagnostic imaging and
potentially achievable in
medical centres
Healthscope and Symbion the longer term
businesses will yield several
strategic benefits
35
38. Potential Bidders
There are a number of potential bidders that might be interested in Symbion.
Market
Enterprise Value
Potential Bidder Capitalisation Strategic Rationale
(A$m)*
(A$m)*
Opportunity to derive synergies for its pathology and medical
4,287 5,027
imaging business groups
Has already engaged Symbion for a potential merger
1,450 1,678
Synergies available through the complementary pathology assets
n/a n/a Holds a portfolio of healthcare companies worldwide
Seeks distribution networks for its consumer and pharmacy
237 263
businesses
Seeks distribution networks for its consumer and pharmacy
366 374
businesses
*Data as at 30 April 2007
36
39. Healthscope Board
Kevin McCann
Chairman Appointed Chairman in March 1994
Former Chairman of Allens Arthur Robinson specialising in commercial law
Age: 65
Linda Nicholls
Deputy Chairman Appointed in January 2000
Has experience in the financial services industry and health sectors
Age: 58
Richard England
Chair of Audit & Compliance Committee Appointed in October 1996
Chartered Accountant with financial accounting and management experience
Age: 56
Ron Evans
Non-executive director Joined the Board in June 2005
Has held senior financial management positions at BHP Billiton and Orica Limited
Age: 67
Ziggy Switkowski
Joined the Board in January 2006
Director
Director of Suncorp-Metway Limited, Tabcorp Holdings
Age: 58
Brings executive experience
37