May 8, 2018 / 9:53 AM / 6 months ago

FACTBOX-Bird's eye view of bids for India's Fortis Healthcare

    May 8 (Reuters) - The board of India's Fortis Healthcare Ltd (FHL), which has received stake buy
offers from five suitors, is due to meet on Thursday to consider the recommendations of the advisory panel.
Fortis operates about 45 healthcare facilities in India, Dubai, Mauritius and Sri Lanka, according to its
website. SRL Diagnostics (SRL) is the company's unit which provides diagnostic services in pathology and
radiology.
    
    Here's a comparison of the various proposals:
    
    ** Manipal Hospitals Enterprises Private Ltd - TPG Capital: In its latest bid on May 6, the consortium has
offered to inject 21 billion rupees in Fortis and will later look to merge Fortis' hospitals business with
Manipal's in a deal valuing Fortis at 83.58 billion rupees ($1.25 billion). 
    
 Offer 1 (March    Offer 2 (April 10) -     Offer 3 (April 24) -         Offer 4 (May 6) - Binding
  27) - Binding           Binding                 Binding         
 • Fortis         • Revises offer to 155   • Values Fortis'       • Values Fortis at 83.58 bln rupees,
 shareholders to  rupees per share for     hospital business at   i.e. 160 rupees per share.
 get 10.83        the whole of Fortis or   63.22 bln rupees       • Deal with PE investors for SRL stake
 shares in        116 rupees per share     • To buy a 5 pct       to be reworked as previous term sheet
 Manipal for      for hospital business.   stake in SRL from      had expired.
 every 100        • Fortis to continue to  Fortis, in addition    • SRL board to be restructured post
 Fortis shares    hold 56.6 pct stake in   to PE investors'       acquisition of PE stake in SRL, so that
 held.            SRL.                     stake in SRL.          no member of Fortis' promoter group is
 • To buy 20 pct  • Manipal to undertake   • Pai and TPG to make  part of SRL's Board.
 Fortis' stake    a rights issue for up    an open offer to buy   • Offers to inject 21 bln rupees by way
 in SRL for       to 40 bln rupees after   up to 26 pct stake in  of preferential allotment, giving
 about 7.20 bln   Fortis' hospital         resultant company.     Manipal and TPG right to appoint
 rupees and       business is demerged     • MEMG to provide      non-executive directors, provided
 30.93 pct stake  • Manipal Education and  additional financial   Fortis board has mininum 7 directors.
 in SRL from the  Medical Group (MEMG),    assistance of up to    
 PE investors.    of which Manipal         7.50 bln rupees.       
 • Manipal CEO    Hospitals is a part,                            
 Ranjan Pai and   to buy the stake in SRL                         
 TPG to infuse    from PE investors.                              
 39 bln rupees    • No infusion by Pai                            
                  and TPG.                                        
                                                                  
 
    ** Hero Enterprise Investment Office and the Burman Family Office: The group proposes to invest 18 billion
rupees in Fortis through shares and warrants, according to its latest offer made on May 1  
    
  Offer 1 (April 12) -      Offer 2 (April 19) -                   Offer 3 (May 1) - Binding
        Binding                    Binding            
 • Offers to invest      • Raises offer to 15 bln     • Raises investment offer to 18 bln rupees.
 12.50 bln rupees        rupees and waives due        • To invest 8 bln rupees of total via preferential
 through a preferential  diligence clause.            share issue and 10 bln rupees via preferential
 issue of stock.         • To invest 5 bln rupees of  warrant issue.
 • To invest 5 bln       total at 156 rupees per      • Up front investment of 10.50 bln rupees of the
 rupees of the total at  share via preferential       total.
 156 rupees per share.   issue. To invest 10 bln      • Shares valued at 167 rupees apiece, while each
 Will invest the rest    rupees via preferential      warrant to fetch 176 rupees.
 7.50 bln rupees after   issue of warrants at 161.60  
 due diligence.          rupees per share.            
                         • Upfront investment of      
                         7.50 bln rupees of total     
                         amount.                      
                         • Seeks 2 board seats,       
                         recommends more independent  
                         directors be added.          
                                                      
 
    ** Malaysia's IHH Healthcare Berhad: IHH has proposed to inject 40 billion rupees in Fortis at up
to 175 rupees per share, based on its latest offer on May 1, in a deal that could ultimately get it a controlling
stake including shares bought from a tender offer. 
  
   Offer 1     Offer 2 (April 18)           Offer 3 (April 24) -           Offer 4 (May 1) - Partially-binding
 (April 13) -    - Non-binding               Partially-binding            
 Non-binding                                                              
 • Offers an   • Offers to infuse  • Immediate infusion of 6.50 bln       • Immediate equity infusion of 6.5 bln
 expression    40 bln rupees at    rupees at 160 rupees per share under   rupees at 175 rupees per share.
 of interest   up to 160 rupees    a binding proposal.                    • Subsequent equity infusion at price
 for up to     per share,          • Subsequent investment of up to       of up to 175 rupees per share, subject
 160 rupees    conditional on due  33.50 bln rupees at up to 160 rupees   to due diligence.
 per share of  diligence.          per share, under a non-binding deal.   • Will make open offer to further raise
 Fortis.                           • Seeks representation on Fortis       stake if triggered    
                                   board.                                 
                                                                          
 
  ** China's Fosun International's unit Fosun Health Holdings: Proposes to invest a total of $350
million for less than 25 pct stake, according to offer made on April 17 
    
           Offer 1 (April 17) - Non-binding
 • Primary infusion at up to 156 rupees per share,
 subject to due diligence.
 • Total investment of up to $350 mln.
 • Offer shall not enable Fosun to hold 25 pct or
 more of Fortis securities.
 • Seeks representation on Fortis board  
 
    ** Radiant Life Care Private Ltd: Has offered to buy Fortis Mulund hospital at an enterprise value of 12
billion rupees; values Fortis at 170 or 175 rupees per share, depending on SRL's valuation after proposed
demerger, according to latest offer made on April 24
         
         Offer 1 (April 19) - Non-binding                Offer 2 (April 24) - Partially -binding
 • To demerge Fortis' hospital business into a     • Binding offer for Fortis' Mulund Hospital at
 new company that excludes Fortis' stake in SRL    enterprise value of 12 bln rupees.
 • Offers 126 rupees per share to new company's    • Plan to demerge Fortis' hospital business into a
 shareholders, valuing the whole of Fortis at 165  new company stays 
 rupees per share including SRL stake.             • Proposes to spin off Fortis' SRL business.
 • Offer subject to Radiant being able to buy 26   • Values Fortis at 170 or 175 rupees per share,
 pct or more shares of new company.                depending on SRL's valuation after proposed
 • Prepared to buy FHL's interest in hospitals -   demerger.
 FMRI, Gurgaon and/or Fortis, Shalimarbagh - in    • All-cash open offer of 126 rupees per share for
 northern India                                    hospital business remains.
                                                   
 


($1 = 67.0500 Indian rupees)

 (Compiled by Krishna V Kurup and Tanvi Mehta in Bengaluru; Editing by Vyas Mohan)
  
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