Slaughter and May is advising JSE-listed Mediclinic International Limited - recommended combination with UK premium-listed Al Noor Hospitals Group plc

Slaughter and May is advising JSE-listed Mediclinic International Limited on its recommended combination with UK premium-listed Al Noor Hospitals Group plc. The combination will create a leading international private healthcare group with operations in the United Arab Emirates, Southern Africa and Switzerland and pro forma revenues of $4 billion. The enlarged group, which will retain its UK premium listing as well as a secondary listing on the JSE, is expected to join the FTSE 100 index on completion of the transaction in Q1 2016. The transaction, which constitutes a reverse takeover of Al Noor by Mediclinic, will be implemented under a South African scheme of arrangement. Mediclinic shareholders will hold between 84% and 93% of the enlarged group, depending on take-up by existing Al Noor shareholders of a partial tender offer to be launched by Al Noor, funded in part through a new £400 million credit facility. Al Noor shareholders will also receive a special dividend on completion of the transaction.

Slaughter and May is also advising Remgro Limited, Mediclinic’s largest shareholder, which is providing £600 million of equity funding in connection with the transaction, and is expected to own between 41% and 45% of the enlarged group on completion. Remgro’s investment is also supported by a new bridge credit facility.

Cliffe Dekker Hofmeyr Inc (Peter Hesseling, Johan Green and André de Lange) and Cravath, Swaine & Moore LLP (George Stephanakis and Peter Weston) advised Mediclinic and Remgro as to South African law and US law, respectively.

Robert Innes Partner
Adam Sriskandan Associate
Ed Fife Partner
Oliver Wicker Partner
Claire Cooke Partner
Charles Osborne Associate