Remgro Limited (JSE:REM) and SAS Shipping Agencies Services SÀRL made an offer to acquire 55.44% of stake in Mediclinic International plc (LSE:MDC) for £2.1 billion on July 6, 2022. Remgro Limited and SAS Shipping Agencies Services SÀRL had reached into scheme of arrangement to acquire 55.44% of stake in Mediclinic International plc on August 4, 2022. Under the terms of transaction, Buyer agree to pay £5.04 per share which comprising the Consideration of £5.01 per Scheme Share & £0.03 dividend. The cash consideration payable will be financed by Remgro and SAS from their existing resources. The Acquisition values the entire issued and to be issued ordinary share capital of Mediclinic at approximately £3.7 billion and an implied enterprise value of approximately £6.1 billion. Post completion, Mediclinic will be delisted from the London Stock Exchange, Johannesburg Stock Exchange and the Namibian Stock Exchange. The Acquisition is conditional on, amongst other things, the approval of Mediclinic Shareholders, approvals under the respective merger control regimes in South Africa, Namibia, Switzerland and Cyprus, and approval by the Financial Surveillance Department of the South African Reserve Bank. The scheme also require Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) Mediclinic Shareholders vote in favour of the Special Resolution at the General Meeting which will held on September 26, 2022. The Independent Mediclinic Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme. It is expected that the Scheme will become Effective in Q1 2023. The transaction has been approved by a substantial majority of shareholders of Mediclinic. As of March 27, 2023, Mediclinic said the South African Competition Commission and the Competition Tribunal of South Africa had approved the acquisition. Manta Bidco is now awaiting approval from the South African Reserve Bank's Financial Surveillance Department. Subject to receipt of the SARB's approval, sanction of the scheme by the UK court will be sought. As of May 16, 2023, the South African Reserve Bank's approval has now been received and accordingly all of the Conditions relating to merger control and other regulatory approvals have now been satisfied. As of May 25, 2023, High Court of Justice of England and Wales has sanctioned the Scheme. The acquisition will become effective, which is now expected to occur by mid-May or soon thereafter. As of May 22, 2023, the transaction is expected to close on Thursday.

Matthew Jarman, Tom Perry, Anthony Zammit and Obaid Mufti of Morgan Stanley International Limited and David James, Thomas Raynsford, Martin Henrichs and Aadhar Patel of UBS AG, London Branch acted as financial advisor to Mediclinic. Adrian Fisk, Ben Lowther and Oliver Donaldson of Nomura International plc acted as financial advisors for buyers. Ruggero Magnoni and Thomas Marsoner of M&M Capital acted as financial advisors for buyers. Hadleigh Beals, Alexander Elias and Alexander Gill of Centerview Partners UK LLP acted as Financial Adviser to Remgro. Jens Haas, Ben Deary and Brice Bolinger acted as financial advisors for MSC Mediterranean. Grant Tidbury, Bryan Antolik and Natalie Di-Sante of The Standard Bank of South Africa Limited acted as South African Financial Adviser for Mediclinic. Linklaters LLP and Webber Wentzel are retained as legal advisers to Remgro and the Consortium. Freshfields Bruckhaus Deringer LLP and Bowmans are retained as legal advisers to MSC. Robert Innes, James Cook, Padraig Cronin, Phil Linnard, William Turtle, Ed Fife, Charles Osborne and Ed Milliner of Slaughter and May acted as legal advisor to Mediclinic International and Cliffe Dekker Hofmeyr Incorporated was retained as legal advisers to Mediclinic International plc. Computershare Investor Services PLC & Computershare Investor Services (Proprietary) Limited are registrar to Mediclinic.

Remgro Limited (JSE:REM) and SAS Shipping Agencies Services SÀRL completed the acquisition of 55.44% of stake in Mediclinic International plc (LSE:MDC) on May 26, 2023.