Slaughter and May is advising Mediclinic International plc (“Mediclinic”) on a recommended cash acquisition of the entire issued and to be issued share capital of Mediclinic (other than the shares already owned by Remgro Limited (“Remgro”)) by Manta Bidco Limited, a newly formed company indirectly owned by joint offerors: (i) Remgro; and (ii) SAS Shipping Agencies Services S.à r.l. (“SAS”), a wholly owned subsidiary of MSC Mediterranean Shipping Company SA (“MSC”).
Under the terms of the acquisition, each Mediclinic shareholder will be entitled to receive 504 pence in cash for each Mediclinic share (including the final dividend for the financial year ended 31 March 2022 of 3 pence per Mediclinic share). The acquisition values the entire issued and to be issued share capital of Mediclinic at approximately £3.7 billion and is expected to complete in the first quarter of 2023, subject to receipt antitrust and regulatory approvals, following which Mediclinic will be delisted from the London Stock Exchange, the Johannesburg Stock Exchange and the Namibian Stock Exchange.
The acquisition is intended to be effected by a UK court-sanctioned scheme of arrangement.
Mediclinic is a diversified international private healthcare services group, founded in South Africa in 1983, with divisions in Switzerland, Southern Africa (South Africa and Namibia), and the United Arab Emirates. Mediclinic’s primary listing is on the London Stock Exchange in the United Kingdom, with secondary listings on the JSE Ltd in South Africa and the Namibian Stock Exchange in Namibia.
Remgro, a diversified investment holding company listed on the Johannesburg Stock Exchange and long-term supportive shareholder, holds 44.6% of the entire issued share capital of Mediclinic. SAS is an indirect, wholly-owned subsidiary of MSC, which is a global business engaged in the shipping, terminals, logistics and cruises sector.
Slaughter and May worked closely with the Mediclinic team, including Marko Bekker (Group Executive, Corporate Finance), Gert Hattingh (Group Chief Governance Officer) and Danielle Oosthuizen (Company Secretarial & Legal Adviser). Slaughter and May was supported by Cliffe Dekker Hofmeyr in South Africa.
Elizabeth Huang / Trainee, Ivo Trice / Trainee