If Mediclinic emerges the victor, the deal will be structured as a reverse takeover, creating a group with a turnover of over $4bn – the largest health care provider in the United Arab Emirates by revenue. Al Noor shareholders will get a special dividend of 3.28 British pounds ($5.02) or can sell their shares back for 11.6 pounds apiece.
The Combination will result in Mediclinic shareholders owning 84% to 93% of the Enlarged Group, depending on take-up by existing Al Noor shareholders under the tender offer and before the subscription by Remgro for new Al Noor shares to part-fund the tender offer.
London Stock Exchange. The company will also have a secondary listing in Johannesburg, and may trade on the Namibian Stock Exchange.
However, the deal has not discouraged the London-listed firm in its attempt to merge with Al Noor – in a statement today it said it “remains committed to a combination”, sending shares up 1.33 per cent to £8.19. NMC Health was up 4.2 percent at 822 pence.
NMC Health said yesterday that it would not give up on its pursuit of a tie-up with Al Noor Hospitals, even after the Abu Dhabi-based firm agreed merger terms with Johannesburg-listed Mediclinic.
Andre Bekker, an analyst at Avior Capital Markets in Johannesburg, said by telephone. The Chairman will be Edwin Hertzog (currently Chairman of Mediclinic) and the Senior Independent Director will be Ian Tyler (currently Chairman of Al Noor).
The combined company, which is being branded Mediclinic worldwide, will be the largest healthcare provider in the UAE and the third largest in South Africa.
He said the board had considered the NMC Health proposal and had concluded it was “inferior both on the value and on the deal certainty”. Mediclinic shareholders will receive 0.625 shares in the new company for each of their shares. NMC climbed two per cent to 825 pence in London.
“The combined business represents a unique platform from which to pursue numerous expansion opportunities in the high-growth UAE and wider Middle East healthcare market”, said Mediclinic’s chief executive officer Danie Meintjes.
Mediclinic expects the Combination to be earnings neutral to Mediclinic shareholders in the first full year of consolidation and accretive thereafter.