REDE D'OR SÃO LUIZ S.A.
Publicly Traded Company
CVM Code No. 2482-1
CNPJ/ME nº 06.047.087/0001-39 | NIRE 35.300.318.099
Rua Francisco Marengo, nº 1.312
CEP: 03313-000, São Paulo SP
ISIN Code of Common Shares "BRRDORACNOR8"
Trading Code of Common Shares at B3: "RDOR3"
Rede D'Or São Luiz S.A. ("Company"), in accordance with paragraph 4, article 157, of the Brazilian Corporation Law (Law nº 6404/76) and Instruction nº 358/02 issued by the Brazilian Securities Commission (CVM), hereby informs its shareholders and the market in general that has executed a Binding Memorandum of Understanding, regarding the acquisition, by its affiliate Hospital Esperança S.A., of 51% of the capital stock of Hospital Nossa Senhora das Neves S.A. ("HNSN") which has as affiliates Clim Hospital Geral, Luppa Laboratórios, Unigastro and Neves Medicina Diagnóstico, as well as indirectly owns the real estate used by Hospital Nossa Senhora das Neves through HNSN Empreendimentos Imobiliários. The firm value for 100% of HNSN is R$550.000.00,00. Net debt will be further deducted from the referred firm value.
HNSN and Clim are reputable high-end General Hospitals located in the City of João Pessoa, Paraíba State, with a combined total of 235 fully equipped beds and still capable of a brownfield expansion of 400 beds. The referred hospitals have leadership over their market and will be the platform by which the parties will explore new opportunities within João Pessoa and nearby markets.
Such platform will be assisted by the knowledge and expertise of the Assis Family, which, through its holding and until now controller of HNSN, will remain as a shareholder with 49% of HNSN's capital stock as well as lead the management of Grupo Neves. The Acquisition will also include the transfer of all capital stock currently owned by Fundo Baraúna.
The Acquisition is subject to conditions precedent for closing, among them approval by Brazil's competition authority (CADE), due diligence and the execution of definitive documents, including a Shareholders Agreement setting forth rights and obligations of the Shareholders of HNSN, which will be the vehicle for investments by the Parties in other businesses.
HNSN's expected revenue is R$ 320.000.000.00 (three hundred and twenty million reais), with a EBITDA of R$ 70.000.000,00 (seventy million reais), for the 12 month period ending after the closing of the transaction, with the appropriation of part of the expected synergies.
This Acquisition reassures Rede D'Or's commitment with its expansion strategy and long-term goal to explore new markets.
São Paulo, April 09, 2021
Otávio de Garcia Lazcano
Chief Financial and Investor Relations Officer