A group of buyers entered into a non-binding proposal letter to acquire the remaining stake in New Frontier Health Corporation (NYSE:NFH) from its shareholders for approximately of $940 million on February 9, 2021. A group of buyers entered into a Definitive agreement to acquire the remaining stake in New Frontier Health Corporation (NYSE:NFH) from its shareholders on August 4, 2021. The buyers will acquire the shares at $12 per share. The transaction is a going private transaction. The group of buyers include New Frontier Public Holding Ltd., Vivo Capital Fund IX (Cayman), L.P., Brave Peak Limited, Aspex Master Fund, a fund managed by Aspex Management (HK) Limited, Leung Kam Chung (Chairman of New Frontier Health Corporation), Roberta Lipson (Chief Executive Officer of New Frontier Health Corporation), Carl Wu (President of New Frontier Health Corporation), Sun Hing Associates Limited, Smart Scene Investment Limited and Ying Zeng (Chief Operations Officer of New Frontier Health Corporation).

The group of buyers already holds 52.26 million, representing 39.8% in New Frontier Health. Our proposed purchase price for each Share is $12.00 in cash, reflecting a valuation of the Company's fully loaded enterprise value being approximately 86 times its 2019 adjusted EBITDA and 121 times its LTM EBITDA (before IFRS 16 adoption) as of Q3 2020.The transaction will be finances with equity capital sourced from existing members of the Consortium, including by way of rollover shares and/or cash contribution and potentially additional equity investors, as well as debt financing to be arranged by the Consortium.

The sell side termination fees is $31.5 million and buy side termination fees is $63 million. As per terms of transaction consideration will be financed through a combination of cash contributions from certain members of the Buyer Consortium pursuant to their respective equity commitment letters, rollover equity contributions from the Rollover Securityholders, and debt financing to be provided by China Merchant Bank Shanghai Branch and Shanghai Pudong Development Bank Co., Ltd. Putuo Sub-Branch. Transaction is approved by the Board of New Frontier Health Corporation. The New Frontier board recommends that the shareholders of the Company vote FOR the transaction.

New Frontier Health fully loaded enterprise value being approximately 86 times its 2019 adjusted EBITDA and 121 times its LTM EBITDA as of Q3 2020. After completing due diligence investigation, a finalized and definitive agreement will be prepared. As of March 18, 2021, board of directors of New Frontier Health Corporation has formed a special committee consisting of three independent directors, Edward Leong Che-hung, Frederick Ma Si-hang and Lawrence Chia, to review and evaluate the proposal. Lawrence Chia serves as the chairman of the Special Committee. As on December 2, 2021, New Frontier Health Corporation announced that an extraordinary general meeting of shareholders will be held on January 7, 2022. As on January 7, 2022, New Frontier Health Corporation shareholders approved the transaction. The Company also announced that it has obtained sufficient consents from warrant holders to effect the Warrant Amendment in connection with the Merger. As of January 6, 2022, the warrant holder consent deadline, holders of approximately 95.60% of the outstanding Public Warrants and Forward Purchase Warrants and 100% of the outstanding Private Placement Warrants had granted and not revoked their consents for the Warrant Amendment. The completion of the Merger is subject to the satisfaction or waiver of the closing conditions set forth in the Merger Agreement. One of the conditions to the obligations of HoldCo, Parent and Merger Sub to consummate the Merger is that holders of no more than 10% of the total issued and outstanding shares of the Company immediately prior to the effective time of the Merger have validly served and not withdrawn a written notice of objection. This closing condition has not been satisfied. As of January 11, 2022, transaction is expected to close in first quarter of 2022.

Patrick J. Naughton and Yang Wang of Simpson Thacher & Bartlett LLP acted as legal advisers to the consortium of buyer. Gary J. Simon of Hughes Hubbard & Reed LLP acted legal advisor to Roberta Lipson. Derek Poon of Baker & McKenzie Hong Kong acted as legal advisors to Vivo Capital Fund IX (Cayman), L.P., Brave Peak Limited, Aspex Management (HK) Limited, Sun Hing Associates Limited and Smart Scene Investment Limited. Duff & Phelps, LLC and Duff & Phelps Securities, LLC acted as financial advisors and Davis Polk & Wardwell LLP acted as legal advisor to the special committee of New Frontier Health Corporation. Maples and Calder (Hong Kong) LLP acted as legal advisor to the special committee of New Frontier Health Corporation. Global Law Office and Ogier Legal Limited Partnership acted as legal advisor to group of buyers. wilson sonsini goodrich & rosati is advising Warburg Pincus in the going-private transaction.

A group of buyers completed the acquisition of remaining stake in New Frontier Health Corporation (NYSE:NFH) from its shareholders on January 22, 2022. David S. Wang, Samuel Ng and Meka Qingkai Meng of Paul Hastings acted as legal advisor to Proprium Real Estate Special Situations Fund on its equity investment in the buyer consortium for acquisition of New Frontier Health Corporation.