Cleopatra Hospital Group S.A.E. (CASE:CLHO) entered into sale and purchase agreement to acquire Assets of Alameda Health Care on December 25, 2020. The equity consideration for the transaction will be mostly settled through assumption of Alameda's debt, the issuance of loan notes in favour of Alameda's shareholders mandatorily convertible into new shares by Cleopatra Hospital Group S.A.E. to be fully subscribed to by the Alameda shareholders following the approval of its extraordinary general assembly meeting. A portion of the loan notes convertible into shares may be settled in cash in accordance with the agreed mechanism in the sale and purchase agreement. Equity consideration to be paid in shares of Cleopatra for a maximum dilution of 35% or roughly 884 million shares to be issued. This may be reduced through a cash consideration, partial payment subject to a minimum equity dilution of 25% or only 533 million shares to be issued. The new shares (which will be issued upon conversion of the convertible loan notes) will have a lock-up period of twelve months from conversion date. Dar El Fouad and As-Salam hospitals of Alameda Health Care will continue to operate under their existing names following the transaction. Transaction will increase Cleopatra's Board from 11 members to 13 members, with Fahad Khater, Chairman & Owner of Alameda Health Care becoming a key and strategic shareholder in Cleopatra Hospital Group S.A.E. and will take on the role of Vice Chairman of Cleopatra Hospital Group S.A.E. in addition to his role as Chairman of the Alameda hospitals which will continue operating under their As-Salam International and Dar El Fouad brands post-closing. Alameda's management under will report to Ahmed Ezz El-Din, Chief Execituve Offer of Cleopatra Hospital Group.

The transaction is subject to regulatory approvals, including, Financial Regulatory Authority, Egyptian Competition Authority and Egyptian Ministry of Health and Population (“MoHP”) approvals in addition to confirmatory due diligence, independent financial advisor reports, as well as approval of shareholder Cleopatra Hospital and the satisfaction of the remaining conditions precedent in the share purchase agreement to execute the transaction. The transaction is expected to close in the first half of 2021. The transaction is overall earnings accretive to Cleopatra Hospital Group S.A.E. EFG-Hermes Holding S.A.E (CASE:HRHO) acted as financial advisor, Freshfields Bruckhaus Deringer LLP and Zulficar & Partners acted as legal advisors to Cleopatra Hospital Group S.A.E. White & Case LLP, Matouk Bassiouny Independent Law Firm, Arab Legal Consultants and Philip Dowsett, Chris Sioufi, Chris Field and Eduardo Silva Romero of Dechert LLP acted as legal advisors and CI Capital Investment Banking acted as financial advisor to Alameda Healthcare.

Cleopatra Hospital Group S.A.E. (CASE:CLHO) cancelled the acquisition of Assets of Alameda Health Care on May 10, 2021.