Fidelidade-Companhia de Seguros, S.A. offered to acquire Espírito Santo Saúde SGPS, SA. (ENXTLS:ESS) from Espírito Santo Health Care Investments, SA, Espirito Santo Financial Group SA (BDL:001190440) Credit Suisse Securities (Europe) Limited, Investment Arm, Invesco Limited, UBS AG, Investment Arm, Makuria Credit Master Fund Ltd managed by Makuria Investment Management (UK) LLP, Halcyon Master Fund L.P managed by Halcyon Asset Management LLC, Goldman Sachs International, Investment Arm, Highbridge Capital Management, LLC, Goldman Sachs Group, Merchant Banking Division, JPMorgan Asset Management (UK) Limited, JPMorgan Asset Management (UK) Limited, UBS Global Asset Management (UK) Limited and others for €450 million on September 22, 2014. Fidelidade will offer €4.72 per ESS Share. The consideration will be satisfied by own funds of Fidelidade. Fidelidade will have the right to squeeze-out shareholders of ESS in case it acquires ESS Shares representing 90% or more of the voting rights. If the squeeze-out right is exercised, ESS will immediately loose the public company status. Fidelidade, in case it does not exercise the rights to resort to squeeze-out, will not request, following the offer, the delisting of ESS.

The offer for all of the ESS shares shall last for at least 2 weeks and is subject to obtaining of the prior registration of offer before Portuguese Securities Market Commission, obtaining of the consent or of declaration of non-opposition, without conditions, from the Portuguese State for the change of control of the company SGHL - Sociedade Gestora do Hospital de Loures, S.A. and of the company HL - Sociedade Gestora do Edifício, S.A., by means of the alteration of the indirect ownership of the shares representing the registered capital and Fidelidade becoming the holder of, at least, 50.01% of ESS Shares at close of offer. As announced on September 26, 2014, the bid price was increased from €4.72 to €4.82 per share. The total consideration to paid now is approximately €460 million. The offer will begin on September 26, 2014 and will end on October 10, 2014. As of October 9, 2014, the bid price was increased from €4.82 to €5.01 per share and the offer period was extended to October 14, 2014. The total consideration to paid now is approximately €480 million. Linklaters LLP acted as legal advisor for Espírito Santo Saúde SGPS, SA. (ENXTLS:ESS). PLMJ - Sociedade de Advogados acted as legal advisor for Fosun International Ltd. Paulo Martins, Leonor Dantas, Sílvia Costa, Joana Campos, Isabel Monteiro, Pedro Vicente, Nuno Carrapatoso, Cristina Vieira da Fonseca, Isabel Lima and Luís Salema Silva of Banco Espírito Santo de Investimento, S.A. acted as financial advisor to Luz Saúde. Banco Finantia, S.A. acted as the financial advisor to Fidelidade-Companhia de Seguros, S.A..

Fidelidade-Companhia de Seguros, S.A. completed the acquisition of 96.26% stake in Espírito Santo Saúde SGPS, SA. (ENXTLS:ESS) for approximately €460 million on October 14, 2014. Under the offer, Fidelidade acquired 91.78 million shares of Espírito Santo. On December 19, 2014, the transaction was approved by the Competition Authority.