Al Noor committed to the best interest of shareholders: CEO

Dubai: Al Noor Hospitals Group PLC which reached an agreement on the terms of a possible reverse takeover by South Africa’s Mediclinic International Ltd said on Wednesday that it has been in talks with the South African Group for several months prior to yesterday’s announcement.

Speaking to Gulf News on Wednesday Al Noor CEO Ronald Lavater said that Al Noor’s Board and Management has acted in the best interests of its shareholders in agreeing to the tie up with Mediclinc.

“The board has unanimously recommended to enter into this agreement. We have been discussing this for several months with Mediclinic and all agree that this is in the best interest of our shareholders,” said Lavater.

Last Friday, Al Noor confirmed it had received a competing approach from NMC Health regarding a possible takeover offer. But Lavater said yesterday that Al Noor’s board considered NMC’s offer inferior to the one they have on hand.

But with NMC’s response yesterday to pursue its interest in Al Noor, even after Al Noor’s announcement to tie up with Mediclinic has opened up the possibility of a closely contested competitive bid or even a hostile bid.

“We reiterate our commitment to this opportunity despite the lack of meaningful engagement from the Board of Al Noor,” NMC said an emailed statement.

Exposure

Reacting to NMC’s response and the possibility of a competitive bid, Lavater said Al Noor’s Board and management will act in the best interest of its shareholders.

“We have a fiduciary responsibility to our shareholders to protect their interests. As a listed company, this will be paramount,” said Lavater.

If Al Noor is to go ahead with its agreement with Mediclinic, it will result in creation of a leading international private health care group with deep operational expertise and a well-balanced geographic profile in Southern Africa, Switzerland and the UAE, as well as exposure to the UK market through a minority stake in Spire Healthcare Group plc.

“The combined business represents a unique platform from which to pursue numerous expansion opportunities in the high-growth UAE and wider Middle East health care market, reinforcing our commitment to providing investment to drive the delivery of world class health care services in the region. The Combination also further diversifies Mediclinic’s geographic profile internationally, gives us additional exposure to USD-based high-growth earnings, and generates incremental financial and trading benefits through a listing on the LSE,” said, Danie Meintjes, CEO of Mediclinic.

The deal will create an enlarged group on revenue basis the third largest private health care provider in South Africa, the largest in the UAE and the largest private medical network in Switzerland. The Enlarged Group had pro-forma revenue of $4 billion (Dh14.7 billion) for the fiscal period 2014-15, comprising 46 per cent from Switzerland, 31 per cent from South Africa and 23 per cent from the UAE.

Post acquisition the Group will operate 73 hospitals with around 10,200 beds and 35 clinics, and will have nearly 32,000 employees.

Board

On completion, Al Noor will be renamed “Mediclinic International plc” and the Enlarged Group will have a premium listing on the Main Market of the London Stock Exchange, as well as an inward secondary listing on the Main Board of the Johannesburg Stock Exchange and, possibly, on the Namibian Stock Exchange.

The board of the Enlarged Group will comprise a majority of independent non-executive directors. 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. 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 CEO of the Enlarged Group will be Danie Meintjes and the CFO will be Craig Tingle.

Mediclinic and Al Noor have obtained irrevocable undertakings from Sheikh Mohammed Bin Butti Al Hamed and Dr Kassem Alom (as shareholders of Al Noor), to vote in favour of the resolutions required to approve and implement the Combination (including the special dividend and the tender offer). Dr Kassem Alom is also a non-executive director of Al Noor. These irrevocable undertakings cover 34.3 per cent of Al Noor’s outstanding shares as at 13 October 2015. Irrevocable undertakings have also been obtained from the directors of Mediclinic who hold Mediclinic shares according to a statement from Al Noor.