| Fri 26 Oct 2007, 16:28 | | MDC - Medi-Clinic- Acquisition of Hirslanden and i |
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MDC
MDC
MDC - Medi-Clinic- Acquisition of Hirslanden and impending rights offer
MEDI-CLINIC CORPORATION LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1983/010725/06)
Share code: MDC
ISIN: ZAE000074142
("Medi-Clinic" or "the Company")
ACQUISITION OF HIRSLANDEN FINANZ AG ("HIRSLANDEN") ("THE ACQUISITION") AND
IMPENDING RIGHTS OFFER ("THE PROPOSED RIGHTS OFFER") (COLLECTIVELY "THE
TRANSACTION")
1. Introduction
Shareholders are referred to the Company announcements of 2 August 2007, 17
August 2007 and 10 September 2007 relating to the Transaction. The Board of
Directors of Medi-Clinic ("the Board") is pleased to announce the fulfillment of
the conditions precedent to the acquisition by Medi-Clinic Luxembourg S.a.r.l.
("Medi-Clinic Luxembourg"), a wholly owned subsidiary of the Company, of 100% of
Hirslanden, holding company of the largest private hospital group in
Switzerland, from a company controlled by funds advised by the European private
equity group, BC Partners Limited. The Acquisition is therefore unconditional.
2. Final principal terms and conditions of the Acquisition
2.1 Purchase consideration
The purchase price for the entire issued share capital of Hirslanden is CHF2 556
million, which represents an enterprise value of CHF3 364 million. The purchase
price, as well as the new debt arranged by Barclays Capital referred to in 2.2
below, have been subject to an adjustment in line with determinations made by
various Swiss regulatory and other authorities in accordance with the provisions
of the sale and purchase agreement entered into with the vendor.
2.2 Funding arrangements
CHF2 450 million of new debt has been arranged by Barclays Capital, the
investment banking division of Barclays Bank PLC, and fully underwritten by
Barclays Bank PLC, within Hirslanden, on a non-recourse basis to Medi-Clinic`s
South African operations, which debt will be used to repay Hirslanden`s existing
debt and to pay part of the purchase price. The debt amount has been reduced
concomitantly to the purchase consideration disclosed in paragraph 2.1 above.
The interest rates in respect of these facilities have been fixed.
Equity consideration
The remainder of the purchase consideration, which, together with expenses,
interest accrued on the purchase price and other costs amounts to CHF1 114
million, will be contributed by Medi-Clinic.
2.4 Effective date
The effective date for the Acquisition is the closing date thereof, being
26 October 2007.
3. The Proposed Rights Offer
The Board wishes to advise that Medi-Clinic will proceed with the Proposed
Rights Offer and further details are contained in an announcement to
shareholders also released today as well as the rights offer circular that will
be posted to shareholders in due course.
Stellenbosch
26 October 2007
Joint financial advisors to Medi-Clinic
Dresdner Kleinwort Limited
The Standard Bank of South Africa Limited
Citigroup Global Markets Limited
Transaction sponsor to Medi-Clinic
The Standard Bank of South Africa Limited
Legal advisors to Medi-Clinic
Hofmeyr Herbstein & Gihwala Inc.
Lenz & Staehelin (Switzerland)
Baker & McKenzie LLP
Independent reporting accountants to Medi-Clinic
PricewaterhouseCoopers Advisory Services (Proprietary) Limited
Debt providers to Medi-Clinic
The Standard Bank of South Africa Limited
Stanlib Asset Management Limited (in its capacity as portfolio manager for
Liberty Life)
Debt providers to Hirslanden
Barclays Bank PLC
Legal advisors to Barclays Capital and Barclays Bank PLC
Pestalozzi Lachenal Patry
Clifford Chance LLP
Lead independent sponsor to Medi-Clinic
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Joint financial advisors to BC Partners Limited
NM Rothschild and Sons Limited
UBS Limited
Legal advisors to BC Partners Limited
Homburger
Dickson Minto WS
Date: 26/10/2007 16:28:01 Produced by the JSE SENS Department.
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