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LONDON (Alliance News) - Al Noor Hospitals Group PLC on Wednesday said it has reached an agreement on the terms of a possible merger with South Africa's Mediclinic International Ltd.
Al Noor said it will acquire Mediclinic pursuant to a South African scheme of arrangement under which Mediclinic shareholders will receive 0.62500 new Al Noor shares for each Mediclinic share held, as well as the Mediclinic interim dividend payable in December.
Al Noor shareholders will receive a special dividend of GBP3.28 per Al Noor share and will also have the opportunity to tender their shares to Al Noor for cancellation for a cash payment of GBP8.32 per share.
An existing Al Noor shareholder that tenders its shares will receive cash of GBP11.60 per Al Noor share, which represents a premium of approximately 39% to the closing price of GBP8.35 per Al Noor share on October 1.
The combination will result in Mediclinic shareholders owning 84% to 93% of the enlarged group.
On completion, Al Noor will be renamed Mediclinic International PLC, and the board will comprise a majority of independent non-executive directors. Mediclinic Chairman Edwin Hertzong will be chairman of the enlarged group, while Al Noor Chairman Ian Tyler will be senior independent director. Mediclinic Chief Executive Danie Meintjes will assume the same role of the enlarged group, while Mediclinic Chief Financial Officer Craig Tingle will remain in his position.
The merger will create an international private healthcare group in Southern Africa, Switzerland and the UAE, as well as having exposure to the UK market through its minority stake in Spire Healthcare Group PLC.
It will, on a revenue basis, be the third largest private healthcare provider in South Africa, the largest in the UAE, and the largest private medical network in Switzerland. It will operate 73 hospitals with around 10,200 beds and 35 clinics, and will have nearly 32,000 employees.
"The companies make a compelling strategic fit, in terms of complementary geographies and a shared commitment to providing outstanding patient care. As one of the world's largest acute hospital operators outside the United States, this will be a platform for further growth and delivery of world class service, benefiting all our stakeholders, from the communities we serve, to our talented employees and our investors," Al Noor CEO Ronald Lavater said in a statement.
"In the key growth market of the UAE, the combined company will be the largest private healthcare provider in the country (by revenue), giving patients access points in most major urban centres. We have an excellent opportunity to leverage this strength to expand coverage and service delivery, responding to burgeoning demand for world class healthcare," he added.
Last Friday, Al Noor confirmed it had received a competing approach from London-listed peer NMC Health PLC regarding a possible takeover offer. Both Al Noor and NMC Health are healthcare operators in the United Arab Emirates. Al Noor made no mention of the NMC approach on Wednesday.
By Karolina Kaminska; karolinakaminska@alliancenews.com @KarolinaAllNews
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