Ramsay Générale de Santé SA (ENXTPA:GDS) made an offer to acquire Capio AB (publ) (OM:CAPIO) from a group of shareholders for SEK 6.8 billion on July 13, 2018. The offer is being made at a price of SEK 48.5 per share. As on October 8, 2018, Ramsay Générale has increased the cash offer from SEK 48.5 per share to SEK 58 per share. Ramsay Générale intends to fund the offer through a combination of debt and equity by undertaking a rights issue for a planned amount of approximately €510 million (SEK 5.3 billion) should the offer proceed. As of October 28, 2018, Ramsay Générale will finance the acquisition with €550 million (SEK 5.71 billion) equity and debt for the balance. The issue will be subscribed by Ramsay Health Care Limited and Prevoyance Dialogue Cu Credit Agricole. As of September 5, 2018, the offer will be funded through a fully underwritten term loan facility and subscription of subordinated bonds by Ramsay Health Care Limited and Prevoyance Dialogue Cu Credit Agricole. As on October 8, 2018, Ramsay Générale has secured on a certain funds basis both debt funding and equity commitments for the offer.

The completion of the offer is subject to conditions including, among others, antitrust and regulatory approvals and that the offer is accepted by shareholders to such an extent that Ramsay Générale becomes the owner of more than 90% of the shares in Capio. In the event, Ramsay Générale de Santé obtains more than 90% stake in Capio, it intends to initiate compulsory buy out procedure with respect to the remaining shares of Capio AB. The offer was unsolicited and has yet to be considered by the Board of Capio which may decide not to recommend acceptance of the offer by its shareholders. As of July 13, 2018, the Board of Directors of Capio has unanimously decided to reject the offer as the offer does not adequately reflect the fundamental value of Capio. Ramsay Générale has reserved the right to waive the conditions, including completion of the offer at a lower level of acceptance. As of August 13, 2018, the European Commission issued a decision referring the case to French Competition Authority. As on October 8, 2018, Ramsay Générale has decided to waive the condition regarding clearances from competition authorities and the offer is no longer subject to Ramsay Générale receiving such clearances, however, Ramsay Générale expects clearance to be received from the French Competition Authority by October 15, 2018. As on October 10, 2018, Ramsay Health advises that the Board of Directors of Capio AB has unanimously decided to recommend that Capio shareholders accept Ramsay Générale offer. Ramsay has decided to lower the minimum acceptance condition so that the completion of the offer is conditional upon the offer being accepted by shareholders to such an extent that Ramsay becomes the owner of more than 75% of the shares in Capio. As per announcement made on October 16, 2018, French Competition Authority approved the transaction on October 15, 2018. It is expected that an offer document will be published in early September 2018 before the beginning of the acceptance period, which is expected to close before end of 2018. As of September 5, 2018, the offer document was published. The acceptance period in the offer commences on September 6, 2018 and expires on October 25, 2018. The transaction is expected to be core EPS accretive for Ramsay within two to three years.

PJT Partners acted as financial advisor, while Mannheimer Swartling acted as legal advisor for Capio. Kristelle Kerforn, Matthew Lance and Samuel Knossow of Crédit Agricole Corporate and Investment Bank S.A., Francois de Breteuil, David Kakon, Vincent Danjoux, Jean-Baptiste Petetin, Per-Olov Bergstrom, Peter Wikstrom and Dominic Hollamby of Rothschild & Cie and Handelsbanken Capital Markets acted as financial advisors to Ramsay Générale de Santé SA. Matthieu Pouchepadass, Karine Angel, Laura Gabay, Raphaële Courtier, Aurélien Jolly, Philippe Rios, Olivier Saba, Douceline Chabord, Sébastien de Monès, Pierre Goyat, Olivier Billard, Anne Jussiaux, Guillaume Vatin, Laëtitia Tombarello and Cécile Romanin of Bredin Prat, George A. Stephanakis of Cravath, Swaine & Moore and Fredrik Palm, Bob Johanson, Candra Torebring, Daniel Sveen and Rickard Tinglöf of Gernandt & Danielsson acted as legal advisors to Ramsay Générale de Santé.