1. Acquisition of Symbion Health
October 2007
Strictly Private and Confidential

2. Table of Contents
1. Executive Summary 1
2. Deal Rationale 3
3. Regulatory Concerns 7
4. Valuation of Symbion 9
5. Bid Strategy 12
6. Risks 15
7. Next Steps 17
8. Appendix
I Industry Themes 20
II Overview of Symbion 24
III Valuation 28
IV Sensitivities and Funding 34
V MergeCo Metrics 37

3. 1. Executive Summary
1

4. Executive Summary
Primary should wait for the ATO’s ruling in relation to Healthscope’s Revised Offer before pursuing Symbion.
 Symbion remains one of the last major buying opportunities
Deal Rationale  Potential to gain significant market share
 Create a market leading integrated healthcare network
Valuation of Symbion  Symbion has an indicative valuation range of $3.60 – $4.50
Regulatory Concerns  It is unlikely that Healthscope’s Revised Offer will proceed if the ATO refuses to grant scrip-for-scrip and de-merger relief
 Wait for ATO ruling
Bid Strategy  If relief is not granted for Healthscope’s Revised Offer, pursue a Scheme of Arrangement offering $4.20 per share
 If relief is granted for Healthscope’s Revised Offer, pursue a bear hug offering $4.50 per share
 ACCC concerns over merged entity’s market share
Risks  Divesting Symbion’s pharmacy and consumer businesses
 Synergy realisation and integration of businesses
2

5. 2. Deal Rationale
3

6. Why Symbion Health?
Acquiring Symbion allows Primary to increase its market share, create an integrated healthcare network and extract
significant value through synergy realisation.
Integrated network
 Create one of Australia’s
largest integrated
Gain market share provider of healthcare Synergies
services
Symbion is an attractive  Symbion is an industry
leader in each of its  Complementary
 Cross-referrals between
target and strategic fit for divisions businesses suggest
businesses
Primary efficient integration
 Opportunity for Primary to
capture influential market  Realisation of c$95m per
share annum in synergies
Timing
 Symbion remains one of
Symbion Summary Financials (A$m) 2007A 2008F 2009F 2010F the last major buying
Revenue 3,779.2 4,164.4 4,489.8 4,753.6 opportunities
EBITDA 253.0 317.4 344.8 366.7
EPS (cents) 10.6 19.3 22.4 25.3  Investors are losing
confidence in
EBITDA Margin % 6.7% 7.6% 7.7% 7.7% Healthscope
EV/EBITDA 12.8x 10.2x 9.4x 8.9x
P/E 26.1x 22.4x 19.9x 17.6x  Positive industry outlook
4

7. Synergies
Cost synergies are estimated at c$95m and are fully realised by MergeCo’s second year of operation.
Estimated cost synergies Timeline for synergy realisation
Source Details Value
 Consolidate laboratory operations
and functions
Pathology $35m
 Consolidate collection centres and
redeploy licences One-off
implementation
 Amalgamate a limited number of cost of $20m
Medical practices
$30m
Centres
 Purchasing and procurement savings MergeCo 2008F EBITDA plus business line
synergies(1)
 Improve resource utilisation 400
Imaging and
$18m 350
Technology  Integrate Primary’s superior IT
infrastructure 300
250
200
Synergies
Corporate  Rationalise corporate functions $12m 150 2008F EBITDA
m
D
A
B
E
T
$
)
(
I
100
50
Total $95m
0
Pathology & Medical Imaging and Corporate
Centres Technology
5 (1) Excluding implementation costs

8. Divestment of Pharmacy and Consumer
The divestment of P&C for c$1.1bn will allow Primary to focus on its core healthcare operations.
Strategic
Buyer Rationale Comments
Fit
 Fits with current portfolio of assets
 May buy Symbion’s P&C business if ATO grants
scrip-for-scrip and de-merger relief
 Willingness to commit shown by a bid of $1,043m
 Potential ACCC competition restrictions
 14 June 2007 offer of $1,085m for P&C
 Sigma would have combined pharmaceutical
 Potential to realise synergies
market share of >50%
 Leading PE firm with significant holdings in major  FIRB approval required as Symbion owns
healthcare companies around the world significant market share
 High performing pharmaceutical distributor and  Potential ACCC competition restrictions
health product retail company
 Resulting market share in pharmaceutical sector of
 Potential for synergies >50%
 Will require an investing partner
 Grocery wholesaler and distributor
 Potential ACCC concern if JV with any key
 Potential interest in distribution of P&C businesses
healthcare player
6

9. 3. Regulatory Concerns
7

10. ATO Ruling and ACCC Concerns
It is unlikely that Healthscope’s Revised Offer will proceed if the ATO does not grant CGT relief.
ATO ruling on CGT roll-over and de-merger relief MergeCo competition analysis
De-merger Business
Roll-over Relief Market Analysis Response
Relief Segment
 Total pathology market
 CGT scrip-for-scrip and de-merger relief is a  Divest some
Issue precondition to Healthscope’s Revised Offer
share of c40%
pathology
Pathology
collection centres
 Concentration of market
as required
share in NSW
 To enable Symbion
 To enable Symbion
shareholders to obtain
Purpose shareholders to defer
CGT relief in relation to
their tax liability  Barriers to entry high but
the de-merger
MergeCo market share
Medical  No action
minimal
Centres necessary
Likely  No competition issues
Uncertain Uncertain
Ruling
Health  No competition issues  No action
Effect on  Failure to obtain CGT relief allows Primary to engage Technology arising from merger necessary
Primary Symbion at a lower price
8

11. 4. Valuation of Symbion
9

12. Valuation Summary
Symbion has an indicative valuation range of $3.60 - $4.50 per share.
Enterprise Value 2008F EV/EBITDA
Valuation Measure Price per Share (A$) Low High Low High
Analyst 12 Minimum Bid
Market Valuation Month Price Price $4.20
Target $3.49
52 Week Trading Range $3.28 $4.05 2,732 3,229 8.8 x 10.4 x
Trading Comps - EV / 2008F EBITDA $3.95 $4.44 3,165 3,481 10.2 x 11.2 x
Transaction Comps - EV / LTM EBITDA $4.09 $4.50 3,255 3,520 10.5 x 11.3 x
Independent Expert's Report $3.59 $3.98
DCF Valuation
(1)
Symbion $3.60 Synergies $4.94 2,939 3,326 9.5 x 10.7 x
Indicative Bid Valuation
(2)
Analyst 12 Month Target + (20% Premium) $3.49 $4.20 2,868 3,326 9.2 x 10.7 x
(1) EV in relation to an implied price per share of $4.20
(2) Premium to average analyst 12 month price target pre-29 Jan 07
10

13. MergeCo (Excl. P&C)
The transaction is expected to be EPS accretive from 2010 onwards.
MergeCo EPS Accretion (1)
25.0%
19%
20.0%
EPS Accretion MergeCo (Excl. P&C) (cents) 2009F 2010F 2011F 17%
Symbion 22.4 25.3 28.6
15.0%
Primary 54.0 68.1 76.2
MergeCo (Excl. P&C) 49.8 79.7 90.9
Accretion / (Dilution) for Primary (8%) 17% 19% 10.0%
5.0%
0.0%
Debt Metrics MergeCo (Excl. P&C) 2008F 2009F 2010F 2011F 2009F 2010F 2011F
EBITDA Interest Coverage 4.5x 5.2x 8.0x 12.1x (5.0%)
EBIT Interest Coverage 2.4x 3.2x 5.4x 8.2x
Net Debt / EBITDA 3.2x 2.3x 1.5x 1.0x
(10.0%) (8%)
(1) Assumes offer price of $4.20 and funding structure comprising 40% debt, 30% rights issue
and 30% scrip
Capital Structure (Excl. P&C) (A$m) 2008F 2009F 2010F 2011F MergeCo Trading Metrics (Excl. P&C) 2008F 2009F 2010F 2011F
Debt 1,295.32 1,159.88 969.67 722.12 EV / EBITDA 8.7x 7.3x 5.9x 5.6x
Equity 1,972.52 1,972.52 1,972.52 1,972.52 EV / EBIT 16.0x 11.7x 8.6x 8.2x
Debt / Equity 65.7% 58.8% 49.2% 36.6% P/E 24.5x 15.3x 9.6x 8.4x
11

14. 5. Bid Strategy
12

15. Funding Considerations
A combination of cash and scrip is attractive to all stakeholders.
Cash consideration Scrip offer
Rights Issue Debt Financing Scrip Offer
 Helps facilitate a friendly transaction
 Decreases dilution in voting  Cheaper than raising equity
rights for Primary  Opportunity for Symbion shareholders to
shareholders caused by scrip  Provides for the quick
participate in the synergies
portion divestment of the P&C divisions
Advantages
 Attractive to retail investors
 Enables CGT roll-over relief
Certainty of consideration
 Decrease in value of Primary
shares  Dilutes voting rights of existing Primary
 Adds pressure to MergeCo’s
shareholders
debt capacity
 Risk of less than 100%
Disadvantages subscription  Concession of ownership in the merged entity
 Uncertainty of exchange ratio due to dependency
CGT payable on the current share price of Primary
Cash Scrip Ownership
77% 23%
Recommended: 30% rights 40% debt 30% scrip
13

16. Bidding Strategy
Response to
Heathscope’s ATO Ruling(1) Recommendation Contingency
Revised Offer
Scheme of Arrangement Off-market Hostile
 Publicise SYB Board’s
 Offer $4.20 per share
unwillingness to engage at
$4.20
 75% threshold easier to
achieve than 90% for
 Investors losing
d hostile bid
nie confidence in SYB Board
Wait and See f de  Thorough due diligence
R elie possible
 Healthscope most likely to
walk away
 Use 20% blocking
stake to protect
Symbion
Re Bear Hug
lief  Offer $4.50 per share
gr a
nt e
d  SYB Board under duty to
maximise shareholder
value
 Via Scheme of
Arrangement if possible
(1) Whether scrip-for-scrip and de-merger relief is available to Symbion shareholders for the Healthscope Revised Offer
14

17. 6. Risks
15

18. Acquisition Risks
There are a number of strategies that can be employed to mitigate acquisition risks.
Situation Details Possible strategies Likelihood
 Concerns regarding high
ACCC
concentration of pathology market  Divest pathology assets as required
Concerns
share
 Implement bear hug at $4.50 and pursue a
ATO  Scrip-for-scrip and de-merger relief Scheme of Arrangement if possible
Grants available to Symbion in relation to
Relief Healthscope’s Revised Offer  Symbion may have to pay Healthscope a
break fee
 Use of scrip consideration reduces negative
Unable to impact of additional debt funding
 No cross-divisional synergies to be
Divest P&C
derived from P&C businesses
Businesses  Sell off some pathology assets to pay down
debt
Less
 Uncertainty in synergy realisation
Synergies  Offer via Scheme of Arrangement allows
and business integration may impact
Realised thorough due diligence to be conducted
negatively on EPS
16

19. 7. Next Steps
17

20. Next Steps
Primary’s response should be framed around the ATO ruling.
 Symbion can be protected by Primary’s 20% stake
 If ATO refuses to grant relief for the Healthscope Revised Offer, pursue
a Scheme of Arrangement at $4.20
 If ATO grants relief for Healthscope’s Revised Offer, pursue an off-
market hostile bid at $4.50
 Full integration of Symbion and realisation of synergies
18

21. 8. Appendix
19

22. Appendix I – Industry Themes
20

23. Industry Themes
A burgeoning healthcare industry has resulted in a strong trend towards consolidation in recent years.
Drivers of future growth Sector consolidation over the last 5 years
Consumer  Greater public awareness of illness and Pharmaceuticals Symbion API Sigma Arrow
Demand the importance of a healthy lifestyle
Retail Pharmacy Symbion API Sigma
Population Growth  Increasing pool of customers
 Memberships increasing
Private Health  Improves margins as most insurers bear Pathology Healthscope Gribbles Primary
Insurance the costs of patients
Government  Recognition of aging population
Symbion Sonic Endeavour MIA CVC (PE)
Funding  PBS and Medicare schemes
Ageing  Increasing life expectancy ensures
Diagnostic Imaging Symbion Sonic MIA DCA
Demographics demand for health services
Scientific  Advancements in providing treatment
alternatives Medical Centres Symbion Sonic Endeavour IPN Primary
Progress
21

24. 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 (1)
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
(1) Based on revenues
22

25. Interloper Analysis
Market
Enterprise
Interlopers Capitalisation Rationale
Value (A$m)*
(A$m)*
1,293 1,847  May submit a revised offer in response to Primary
 Operates in the imaging, pathology and medical centres space
5.586 6,745
 Opportunity to derive synergies for its pathology and medical imaging
business groups
 Leading PE firm with significant holdings in major healthcare
companies around the world
N/A N/A
 Consortium of bidders to buy key divisions such as P&C
*Data as at 25 October 2007
23

26. Appendix II – Overview of Symbion
24

27. Symbion Share Price Chart
Symbion’s share price has steadily risen since the beginning of 2007 due in part to speculation of a
takeover.
4.60
4.40
4.20 $4.18
$4.15
$4.12
4.00 $4.05
3.80
A
P
S
$
e
a
h
c
)
(
r
i
3.60
3.40
3.20
3.00
Oct-06 Jan-07 Apr-07 Jul-07 Oct-07
Adjusted Symbion Share Price 1 month VWAP 3 month VWAP 6 month VWAP
25

28. Share Register Overview
Estimated Ownership
Retail Primary Institutions
20%
60% 20%
Substantial shareholders
Number of Shares
Holder % Ownership Comments
(m)
129.4 20.0% Strategic stake acquired in 2007
56.3 8.6% Long-term investor in Symbion
39.3 6.1% Became a substantial shareholder in August 2007
37.3 5.8% Became a substantial shareholder in September 2007
32.9 5.1% Became a substantial shareholder in August 2007
26

29. Symbion Personnel
Mr Paul McClintock
Chairman  Appointed Chairman in June 2005
 Over 20 years experience in Investment Banking
Age: 58
Mr Robert Cooke
Managing Director & CEO  Appointed in November 2005
 Over 26 years experience in senior management positions
Age: 58
Dr Ian Blackburne
 Appointed in September 2004
Chair of Board’s Remuneration Committee
 Formerly Managing Director of Caltex Australia
Age: 56
 Appointed to the Boards of CSR, Suncorp Metaway and Teekay Corporation
Mr Jim Hall
Chair of the Board’s Audit Committee  Joined the Board in June 2005
 Has held senior financial management positions at BHP Billiton and Orica Limited
Age: 56
Dr Christine Bennett
Director  Joined the Board in February 2007
 Formerly CEO of Westmead Hospital, Partner of Health and Sciences, and has held senior positions in the
Age: 51 NSW Department of Health
27

30. Appendix III – Valuation
28

31. DCF Valuation
Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12 Jun-13 Jun-14
Cash Flows
EBIT 140.9 170.4 235.2 258.6 278.3 301.2 358.5 379.8 399.5
Tax on EBIT (42.3) (51.1) (70.5) (77.6) (83.5) (90.4) (107.5) (113.9) (119.9)
NOPAT 98.6 119.3 164.6 181.0 194.8 210.9 250.9 265.8 279.7
Depn & Amort 82.1 82.6 82.3 86.3 88.4 90.5 84.4 85.2 60.6
Capex (61.4) (47.7) (43.0) (46.2) (49.3) (52.4) (55.3) (58.0) (60.6)
Change in Working Capital 0.0 (22.3) (25.4) (19.3) (15.6) (15.3) (14.4) (12.1) (10.0)
Free Cash Flow to Firm 119.3 131.9 178.6 201.8 218.2 233.7 265.7 281.0 269.7
Terminal Value 3,994.8
Total Cash Flow 119.3 131.9 178.6 201.8 218.2 233.7 265.7 281.0 4,264.5
Discount Factor From Mid-year N/A 0.9830 0.8939 0.8130 0.7394 0.6724 0.6114 0.5561 0.5057
Discounted Cash Flow N/A 129.6 159.6 164.0 161.3 157.1 162.4 156.2 2,156.6
Output Terminal Value
Valuation Date 25 Oct 07 Terminal Growth 3.00%
PV of Annual Cash Flows 960.8 30.8%
PV of Terminal Value 2,156.6 69.2%
NPV 3,117.4
Terminal Growth
Net Debt 611.2
$3.88 2.50% 2.75% 3.00% 3.25% 3.50%
Equity Value 2,506.1
9.45% $4.00 $4.13 $4.27 $4.42 $4.58
Number of Shares 645.5 9.70% $3.82 $3.94 $4.07 $4.20 $4.35
WACC
Implied Share Price 3.88 9.95% $3.65 $3.76 $3.88 $4.00 $4.14
Average Analyst Price Target Pre-29 Jan 07 3.49 10.20% $3.50 $3.60 $3.70 $3.82 $3.94
Premium to Analyst Price Target 11.2% 10.45% $3.35 $3.44 $3.54 $3.65 $3.76
29

32. Valuation Assumptions
DCF assumptions WACC calculation
 Medicare rebates capped at 5% growth affecting DCF assumptions
pathology and medical imaging Risk-free Rate 6.50%
Legislative Market Risk Premium 6.00%
 Rebates set to expire in FY09, but assumed to Equity Beta 0.85
remain in place Cost of Equity 11.6%
Revenue EBITDA Margin
Cost of Debt 7.50%
 Pathology – 11%  Slightly better than
growth FY08 FY07 numbers due to Margin -
 Diagnostic imaging – cost savings and Tax Rate 30%
5% growth FY08 higher operating Pre-tax Cost of Debt 7.50%
 Consumer – 10% leverage Post-tax Cost of Debt 5.25%
growth FY08
 Pharmacy – 10% Target Gearing (D/E) 35.0%
Operating growth FY08 E/V 74.1%
Capex and D&A D/V 25.9%
 Longer-term growth  Maintenance capex
for radiology tied to  D&A forecast as a
Post-tax WACC 9.95%
Medicare rebate percentage of capex
scheme merging into 100% of
 Longer-term growth capex in perpetuity
for P&C tied to CPI
Financing  7.5% cost of debt
30

33. Trading Comparables
Valuation
2008F Median multiple Value
Earnings Low High Low High
311 10.2x 11.2x Enterprise Value 3,168 3,479
Plus Associates 0 0
Less Net Debt & Minorities (615) (615)
Implied Equity Value 2553 2864
Shares Outstanding 645.5 645.5
Implied Value per Share $3.95 $4.44
Average Analyst Price Target Pre-29 Jan 07 $3.49 $3.49
Premium to Average Analyst Price Target 13% 27%
List of comparables Graph
Trading Comparables EV / 2008F EBITDA 14.0x
Healthscope 9.2x 12.0x Median 10.7x
Primary 9.9x
10.0x
API 10.6x
8.0x
Symbion 10.7x
6.0x 11.8x
Sonic Healthcare 10.7x 9.9x 10.6x 10.7x 10.7x
9.2x
Sigma 11.8x 4.0x
D
A
B
V
E
T
F
8
0
2
I
/
Median 10.7x 2.0x
0.0x
Healthscope Primary API Symbion Sonic Sigma
Healthcare
31

34. Transaction Comparables
Sum of the parts List of transactions
Earnings Median multiple applied to LTM Value Pathology & Medical Centres
30-Jun-07 LTM Low High Low High Target Company Date Acquiror Enterprise Value EV / LTM EBITDA
Divisional EBITDA
QML Jun-02 Mayne Group 268 9.9x
Pathology 115 13.4x 14.4x 1,541 1,656
LabOne Aug-05 Quest 934 13.8x
Diagnostic Imaging 55 9.6x 10.6x 528 583
Consumer 39 13.4x 14.4x 523 562 Dynacare May-02 Lab Corp of America 672 14.0x
Pharmacy 52 12.8x 13.8x 666 718 IPN Jun-04 Sonic Healthcare 105 15.3x
261 Median 13.9x
Enterprise Value 3,257 3,518
Plus Associates 0 0
Imaging
Less Net Debt & Minorities (615) (615)
Implied Equity Value 2,642 2,903
Target Company Date Acquiror Enterprise Value EV / LTM EBITDA
Shares Outstanding 646 646 MIA Jun-04 DCA 934 9.6x
Implied Value per Share $4.09 $4.50 Qld Diagnostic Imaging Feb-02 Mayne Group 87 10.1x
Average analyst price target pre 29 Jan 07 $3.49 $3.49 Unilabs SA Aug-07 Capio AB 681 13.9x
Premium Over Current 17.3% 28.9%
Median 10.1x
Implied EV / LTM EBITDA 12.5x 13.5x
Valuation of pharmacy and consumer businesses Pharmacy
Target Company Date Acquiror Enterprise Value EV / LTM EBITDA
Chronimed Aug-04 Mayne Group 115 9.4x
Earnings Median multiple applied to LTM Value CCS Medical Oct-05 Sonic 630 10.5x
30-Jun-07 LTM Low High Low High Mean Accredo Feb-05 Medco Health Solutions 2,499 16.1x
Divisional EBITDA Priority healthcare Jul-05 Quest 1,341 16.7x
Consumer 39 13.4x 14.4x 523 562 542
Median 13.3x
Pharmacy 52 12.8x 13.8x 666 718 692
91
Consumer
Enterprise Value 1,188 1,279 1,234 Target Company Date Acquiror Enterprise Value EV / LTM EBITDA
Roche Consumer Health Jul-04 Bayer 2,962 12.5x
Implied EV / LTM EBITDA 13.1x 14.1x 13.6x Rexall Sundown May-00 Royal Numico 1,649 14.4x
Median 13.5x
32

35. Transaction Comparables (Cont.)
Pathology and medical centres Diagnostic imaging
16.0x 12.0x
Median 13.9x Median 10.1x
14.0x
10.0x
12.0x
8.0x
10.0x 13.9x
6.0x
8.0x 15.3x
9.6x 10.1x
13.8x 14.0x
6.0x 4.0x
M
D
A
B
V
E
T
L
M
I
/
9.9x
D
A
B
V
E
T
L
I
/
4.0x 2.0x
2.0x
0.0x
0.0x MIA QLD Diagnostic Unilabs SA
QML LabOne Dynacare IPN Imaging
Pharmacy Consumer
16.0x
20.0x Median 13.5x
14.0x
16.0x Median 13.3x 12.0x
12.0x 10.0x
8.0x 16.1x 16.7x 8.0x
14.4x
9.4x 10.5x 6.0x 12.5x
4.0x
M
D
A
B
V
E
4.0x
T
L
0.0x
M
I
/
D
A
B
V
E
T
L
I
/ 2.0x
0.0x
Roche Consumer Health Rexall Sundown
33

36. Appendix IV – Sensitivities and Funding
34

37. Deal Summary and Sources and Uses of Funds
Deal summary Sources and uses of funds
Deal Summary Sources
PRY share price $11.98 Debt 1,571.7
SYB share price $4.05 Rights issue 650.0
Offer premium 3.6% Equity (scrip) 650.0
Offer price $4.20 2,871.7
Equity purchase price 2,166.7
Acquisition EV 2,941.6 Uses
Acquisition price 2,166.7
% cash financing 54.7% Carry on debt 623.6
% debt financing 22.6% Transaction costs 81.4
% stock financing 22.6% 2,871.7
Exchange ratio 0.12x Market Capitalisations
PRY 1,517.9
Value of scrip component per share $1.26 Symbion (100%) 2,614.3
Cash per share $2.94 Symbion at acquisition price (100%) 2,166.7
Total offer consideration $4.20
Share Information
New shares issued to Symbion shareholders 59.7
PRY shares outstanding pre-deal 126.7
Primary's existing ownership of Symbion 20.0%
Symbion shares being purchased 516.4
Exchange ratio - new for old 0.12x
Rights issue shares issued 72.3
PRY shares outstanding post-deal 258.7
% of MergeCo owned by PRY 76.9%
% of MergeCo owned by SYB 23.1%
35

38. Sensitivities
Revenue and EBITDA sensitivity for pathology
Change in Revenue
-2.0% -1.0% 0.0% 1.0% 2.0%
-2.0% $3.39 $3.49 $3.61 $3.73 $3.85
Change in EBITDA -1.0% $3.51 $3.62 $3.74 $3.87 $4.00
0.0% $3.62 $3.75 $3.88 $4.01 $4.15
1.0% $3.74 $3.87 $4.01 $4.15 $4.30
2.0% $3.86 $4.00 $4.14 $4.29 $4.45
Synergies sensitivities
Change in Synergies (A$m) -10.00 0.00 10.00 DCF Sensitivity
EPS Accretion 2009F -13% -8% -3% Full Synergies (A$m) 75 85 95 105 115
EPS Accretion 2010F 13% 17% 21% DCF with Synergies $4.32 $4.44 $4.57 $4.69 $4.81
EPS Accretion 2011F 15% 19% 23%
DCF with synergies sensitivity
Terminal Growth
4.57 2.50% 2.75% 3.00% 3.25% 3.50%
9.45% $4.71 $4.86 $5.02 $5.19 $5.38
9.70% $4.50 $4.64 $4.79 $4.94 $5.12
WACC
9.95% $4.31 $4.44 $4.57 $4.72 $4.87
10.20% $4.13 $4.25 $4.37 $4.50 $4.65
10.45% $3.96 $4.07 $4.18 $4.31 $4.44
36

39. Appendix V – MergeCo Metrics
37

40. Unable to Divest P&C
MergeCo EPS Accretion (w/P&C)
15.0%
12%
10%
10.0%
EPS Accretion MergeCo (cents) 2009F 2010F 2011F
Symbion 22.4 25.3 28.6
Primary 54.0 68.1 76.2 5.0%
MergeCo 46.9 74.8 85.4
Accretion / (Dilution) for Primary -13% 10% 12%
0.0%
2009F 2010F 2011F
(5.0%)
Debt Metrics MergeCo 2008F 2009F 2010F 2011F
EBITDA Interest Cover 1.9x 2.3x 2.8x 3.1x (10.0%)
EBIT Interest Cover 1.4x 1.9x 2.4x 2.7x
Net Debt / EBITDA 6.1x 4.9x 3.9x 3.5x
(15.0%) (13%)
Capital Structure MergeCo (A$m) 2008F 2009F 2010F 2011F MergeCo Trading Metrics 2009F 2010F 2011F
Debt 2,295.32 2,288.42 2,229.00 2,159.09 EV / EBITDA 9.6x 7.7x 7.3x
Equity 1,972.52 1,972.52 1,972.52 1,972.52 EV / EBIT 11.5x 9.0x 8.4x
Debt/Equity 116.4% 116.0% 113.0% 109.5% P/E 22.3x 14.0x 12.3x
38

41. EPS Analysis
Scheme of Arrangement (offer of $4.20) Bear hug (offer of $4.50)
MergeCo EPS Accretion MergeCo EPS Accretion
Proposed 25.0% Proposed 15.0% 13%
11%
Funding 19% Funding
20.0% 10.0%
Mix 17% Mix
15.0% 5.0%
40% Debt 40% Debt
10.0% 0.0%
2009F 2010F 2011F
30% Rights 5.0%
30% Rights (5.0%)
30% Scrip 0.0% 30% Scrip (10.0%)
2009F 2010F 2011F
(5.0%) (15.0%) (14%)
(10.0%) (8%) (20.0%)
Change in funding at $4.20 offer
MergeCo EPS Accretion
All Cash 25.0% 22%
Offer 20.0% 17%
Debt Metrics MergeCo (Excl. P&C) 2008F 2009F 2010F 2011F
15.0%
60% Debt EBITDA Interest Cover 3.2x 3.6x 5.0x 6.4x
10.0% EBIT Interest Cover 1.7x 2.2x 3.4x 4.4x
40% Rights 5.0% Net Debt / EBITDA 4.4x 3.4x 2.4x 1.9x
0.0% Debt Metrics MergeCo
EBITDA Interest Cover 2008F
3.2x 2009F
3.6x 2010F
5.0x 2011F
6.4x
2009F 2010F 2011F EBITDA Interest Cover 1.6x 1.9x 2.4x 2.6x
(5.0%)
EBIT Interest Cover 1.2x 1.6x 2.0x 2.2x
(10.0%)
Net Debt / EBITDA 7.3x 6.0x 4.7x 4.4x
(15.0%)
(16%)
(20.0%)
39

42. Summary Metrics
Trading metrics Credit metrics
2007A 2008F 2009F 2010F 2011F 2007A 2008F 2009F 2010F 2011F
Primary Primary
EV / EBITDA 14.7x 12.3x 10.7x 9.3x 8.9x EBITDA Interest Cover 9.4x 3.6x 2.7x 3.3x 3.7x
EV / EBIT 20.8x 16.5x 12.1x 10.6x 10.0x EBIT Interest Cover 6.7x 2.7x 2.4x 2.9x 3.2x
P/E 31.5x 23.6x 22.2x 17.6x 15.7x Net Debt / EBITDA 1.8x 4.7x 3.9x 3.2x 2.8x
Symbion Symbion
EV / EBITDA 12.8x 10.2x 9.4x 8.8x 8.2x EBITDA Interest Cover 3.8x 5.6x 6.7x 8.2x 10.6x
EV / EBIT 13.7x 12.5x 11.6x 10.7x 9.9x EBIT Interest Cover 2.5x 4.1x 5.0x 6.2x 8.1x
P/E 26.0x 22.3x 19.8x 17.5x 15.5x Net Debt / EBITDA 2.4x 1.7x 1.3x 1.0x 0.7x
MergeCo MergeCo
EV / EBITDA 9.6x 7.7x 7.3x EBITDA Interest Cover 1.9x 2.3x 2.8x 3.1x
EV / EBIT 11.5x 9.0x 8.4x EBIT Interest Cover 1.4x 1.9x 2.4x 2.7x
P/E 22.3x 14.0x 12.3x Net Debt / EBITDA 6.1x 4.9x 3.9x 3.5x
MergeCo (Excl. P&C) MergeCo (Excl. P&C)
EV / EBITDA 7.3x 5.9x 5.6x EBITDA Interest Cover 4.5x 5.2x 8.0x 12.1x
EV / EBIT 11.7x 8.6x 8.2x EBIT Interest Cover 2.4x 3.2x 5.4x 8.2x
P/E 15.3x 9.6x 8.4x Net Debt / EBITDA 3.2x 2.3x 1.5x 1.0x
40

43. Summary Metrics (Cont.) and Acquisition EV
Operating metrics Acquisition EV calculation
(A$m) 2007A 2008F 2009F 2010F 2011F Acquisition EV Calculation
Primary Share Price ($) $4.05
EBITDA 114.3 137.2 157.4 180.3 189.5 Prima Facie Premium (%) 3.6%
EBIT 80.8 102.1 138.8 159.0 167.6 Acquisition price ($) $4.20
NPAT 48.2 64.2 68.4 86.2 96.6 Shares outstanding (m) 645.5
Symbion Primary's Existing Stake (20%) (129.1)
EBITDA 253.0 317.4 344.8 366.7 391.8
Non-Primary Shares Outstanding (m) 516.4
EBIT 235.2 258.6 278.3 301.2 327.4
Equity Acquisition Price ($) 2,166.7
NPAT 124.3 144.6 163.2 184.6 208.7
MergeCo
EBITDA 355.7 430.4 537.1 568.2
Interest-bearing Liabilities (m) 691.2
EBIT 274.1 359.9 460.6 494.9 Cash (m) 80.0
NPAT 53.5 121.4 193.5 221.0 Net Debt (m) 611.2
MergeCo (Excl. P&C) Minority Interest (m) 3.7
EBITDA 359.4 429.2 532.4 560.5
EBIT 195.0 266.7 361.4 382.3 Enterprise Value (m) 2,781.6
NPAT 80.4 128.9 206.2 235.1 EV / EBITDA Multiple (Excl 20%) 11.0x
41

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