A Remgro-led consortium has reached an agreement with JSE-listed private hospital giant Mediclinic International to buy it in an all-cash offer, representing a premium of around 50% to the average share price. weighted by group volumes for the 6 months to May 25. 2022.
Confirming the deal in One Sens on Thursday morning, the hospital group said the boards of Manta Bidco Limited (Bidco), Remgro Limited, SAS Shipping Agencies Services (SAS) and Mediclinic (with the exception of the Remgro representative ) “are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Bidco to acquire all of the issued and to be issued share capital of Mediclinic”.
This excludes the Mediclinic shares that Remgro subsidiaries already hold, representing a stake of approximately 44.56%.
Bidco is a newly formed company owned by the joint offerors, Remgro and SAS – which is a 100% subsidiary of MSC Mediterranean Shipping Company SA.
“The acquisition values the entire issued and to be issued ordinary share capital of Mediclinic at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion,” Mediclinic noted. in his ad.
“Under the terms of the acquisition, Scheme shareholders will be entitled to receive 504 pence in cash for each Mediclinic share held. [acquisition Price]”, he added.
“[This represents] a premium of approximately 50% on the volume weighted average price per Mediclinic Share of 337 pence for the 6 months to 25 May 2022 [being the day prior to the date on which the initial proposal was made]“, said the group.
He further pointed out that the offer also represents “a premium of approximately 35% to the closing price per Mediclinic share of 373 pence on May 25, 2022. [being the day prior to the date on which the initial proposal was made]and “a premium of approximately 23% to the closing price per Mediclinic share of 411 pence on 7 June 2022 [being the day prior to the market speculation of an approach].”
As part of the transaction, Mediclinic shareholders will also be entitled to receive the final dividend of 3 pence per Mediclinic share declared by the group on May 25, 2022 and approved at Mediclinic’s annual general meeting on July 28, 2022 (the agreed dividend).
Commenting on the deal, Dame Inga Beale, Chairman of Mediclinic, said: “The recommended offer represents a realization of near-term value for Mediclinic shareholders at an attractive premium.”
“In 39 years, Mediclinic has become the leading international health services group it is today. During this time, Remgro remained a long-term supporting shareholder.
“With SAS, the consortium’s resources will place Mediclinic in a strong position to continue to serve patients through our wide range of high-quality healthcare services,” she added.
“I am delighted that Remgro is participating in this transaction, which is fully in line with our strategy of prioritizing our ownership of structurally attractive, unlisted assets,” said Jannie Durand, CEO of Remgro.
“Since its creation, Remgro has been a long-standing and supportive shareholder of Mediclinic. We are proud of what the business has achieved during this time and look forward to our continued support, alongside our partner SAS, as the business moves into the next phase of its evolution under stable and secure ownership. long-term.
“Under the consortium’s leadership, Mediclinic will be well positioned to execute its strategy and undertake the necessary investments to realize the full potential of the business,” added.
Also commenting on the acquisition, Diego Aponte, President of MSC Group, said: “We are delighted to partner with Remgro on the acquisition of Mediclinic, a company for which we have great admiration.
“MSC is uniquely positioned to provide long-term capital, along with our knowledge and experience of operating a global business, to support the strategic ambitions of Mediclinic’s management team. We believe that alongside Remgro, our participation will provide Mediclinic with significant resources for the benefit of all of Mediclinic’s stakeholders, including in particular its patients, employees, physicians and host governments.