The deal is structured as a so-called reverse takeover, with Mediclinic set to take on Al Noor’s London listing as its primary listing.
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If Al Noor shareholders opt for an alternative offer to receive shares in the new company, the value of the deal including a special dividend of 328 pence a share, is about 1,228 pence a share, based on Mediclinic’s closing price on Tuesday, pushing the deal’s value above £1.4 billion pounds at Wednesday’s prices and pound exchange rate.
“The board took a look at the proposal [of NMC] and it was inferior to the offer from Mediclinic”, said Ronald Lavater, the chief executive of Al Noor, during an analyst call yesterday.
NMC, a health-care company that like Al Noor is based in Abu Dhabi, said separately that a combination of its own operations with Al Noor offered a stronger “strategic and financial rationale for all stakeholders”.
On a revenue basis, the new company will be the third largest private healthcare provider in South Africa, the largest in the UAE and the largest private medical network in Switzerland.
NMC shares closed at 796 pence, down 1.5 per cent in London yesterday. The new company will have a premium listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange and possibly in Namibian Stock Exchange. In the end, Mediclinic shareholders will own between 84% and 93% of the merged group.
“This is positive for both groups as it will probably put them on the FTSE 100 and on the radar of a number of tracker funds that would not have monitored either group previously”, Bekker said. Two directors from the board of Al Noor, Ian Tyler and Seamus Keating, will be on the board of the Enlarged Group, which will also include existing directors of Mediclinic. With exposure to the United Kingdom through its stake in Spire Healthcare and Switzerland, the company will control 73 hospitals and 35 clinics globally, providing it with exposure to rising healthcare demand in emerging and developed markets.
Danie Meintjes, chief executive of Mediclinic, said the merge created a “unique platform from which to pursue numerous expansion opportunities in the high-growth UAE and wider Middle East healthcare market, reinforcing our commitment to providing investment to drive the delivery of world class healthcare services in the region”.
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Shareholder meetings will be held in December and the merger is expected to be completed in the first quarter of next year.
