9 Oct 2015 15:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS OR FORM ON WHICH ANY FIRM OFFER MIGHT BE MADE
For immediate release 9 October 2015 NMC Health plc confirms a possible offer for Al Noor Hospital Group plc
Further to the announcement made today by Al Noor Hospital Group plc ("Al Noor" or the "Company"), NMC Health plc ("NMC") confirms that it has approached the Board of Directors of Al Noor regarding a possible cash and share offer for the entire issued and to be issued share capital of the Company.
NMC believes the financial rationale and strategic logic of the combination of our businesses is compelling, creating a Middle Eastern market leader in acute and post-acute care with a clear leading position in the highly attractive UAE market. NMC has the highest regard for Al Noor, its founders, Board of Directors and management team, and we believe that a combination of our businesses would be in the best interests of our respective shareholders, physicians, employees, payors and above all patients. The combined group would be able to capture business opportunities and provide clinical services which are not readily available to the companies on a standalone basis and NMC believes it represents an unrivalled opportunity for value creation for our combined shareholders fully in line with NMC's stated strategy as outlined earlier this year.
There can be no certainty that an offer will be made nor as to the terms or form on which any offer would be made.
A further announcement will be made as appropriate.
Enquiries:NMC Health plc
Prasanth Manghat, Deputy Chief Executive Officer Tel: +971 50 522 5648
Suresh Krishnamoorthy, Chief Financial Officer Tel: +971 50 591 5365
Roy Cherry, Head of Strategy & Investor Relations Tel: +971 50 667 0184
J.P. Morgan Cazenove Tel: +44 207 742 400
Dwayne Lysaght
Juha Anjala
James Mitford
Alexander Bruce
HSBC Tel: +44 207 991 8888
Guy Slimmon
Keith Welch
Stuart Dickson
Alex Thomas
Evercore Tel: +44 20 7653 6000
Edward Banks
Simon Elliott
FTI Consulting Tel: +44 20 3727 1101
Matthew Cole
For further information:
About NMC Health
NMC Health plc group is the leading private sector healthcare operator in the United Arab Emirates, with a nation-wide network of hospitals and operations in the country since 1975. The Healthcare Division currently operates or manages eight hospitals, two day-care patient centres, nine medical centres and fifteen pharmacies. In addition, the Group owns and operates Clinica Eugin in Barcelona, Spain - one of the leading fertility treatment centres globally. NMC also owns and operates Americare Group, the leading home care provider in the UAE as well as ProVita, the leading provider of long term medical care, also in the UAE. The enlarged company received above 2.7m patients in 2014. The group also operates a significant UAE wide Distribution business supplying product lines across several key market segments, including: Pharmaceutical, FMCG, Food and Scientific and Medical Equipment. NMC Health plc group reported revenues of US$644m in 2014.
In April 2012 NMC Health plc was listed on the Premium Segment of the London Stock Exchange. At the time of its IPO, the group raised funds to enable it to pursue a further growth plan with a number of capital projects for new healthcare facilities in Abu Dhabi and Dubai. NMC Health plc is a constituent of the FTSE 250 Index. Additional information is available on the company's website at www.nmchealth.com.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of the offeree or of any securities exchange Bidder (being any Bidder other than an Bidder in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange Bidder is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree and (ii) any securities exchange Bidder(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange Bidder is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange Bidder prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange Bidder must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange Bidder. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange Bidder, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a securities exchange Bidder, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any Bidder and Dealing Disclosures must also be made by the offeree company, by any Bidder and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and Bidder companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any Bidder was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for NMC Health plc and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than NMC Health plc for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.
HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser exclusively for NMC Health plc for no-one else in connection to the matters in this announcement and will not be responsible to anyone other than NMC Health plc for providing the protections afforded to its clients nor for providing advice in connection with the Offer or any matter referred to herein.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser to NMC Health plc and no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than NMC Health plc for providing the protections afforded to clients of Evercore or for providing advice in relation to the contents of this announcement or any other matters referred to herein.