Hero-Burman combine wins battle for Fortis

The war for Fortis Healthcare is finally over. The bitter four-cornered battle that lasted for months, with the contestants repeatedly sweetening their deals to stay ahead of the competition, came to an end on Thursday after more than 15 hours of discussions. Hero Enterprise Investment Office and the Burman Family walked away with the prize, which includes 28 hospitals and SRL Diagnostic, its pathology arm.

Their promise to invest Rs 1,800 crore along with the names of the investors for preferential issue in the country’s second largest hospital chain convinced not only the newly-constituted Fortis Board but also the independent expert advisory committee (EAC). The committee was set up to help the troubled hospital’s board choose a new owner along with their advisors.

It is a heady victory for Sunil Kant Munjal and Anand C. Burman, both of whom had invested in their personal capacities. A late entrant into the bidding war, the Munjal-Burman duo was a surprise given their limited experience running hospital chains, although Munjal can claim some experience as head of Dayanand Medical College and Hospital, a leading hospital in north India, and Anand Burman for successfully running Dabur Pharma, Healthcare at Home, and Oncquest.  What they had was a 3% stake in the company and a strong record of running successful businesses.

To prove their serious intent, the duo improved their bid three times, the last being on May 1, the last day for revised bids. They promised to infuse Rs 1,800 crore directly into the company and that too without any due diligence –Rs 300 crore more than their last bid of April 18. The amount would be infused into Fortis Healthcare in two tranches–Rs 800 crore in preferential shares at Rs 167 per share and the rest in preferential issue of warrants at Rs 176 per share. Warrants are securities that can be converted into equities in 18 months and the Munjal-Burman duo of Delhi proposed the conversion of the warrants into equity in the next four months.

Moreover, they also promised to invest Rs 1,050 crore upfront and maintained that while the warrants money would be used to take care of the company’s urgent liquidity requirements, the proceeds from the preferential issue would be used to pay “employee dues, repayment of loans which have matured, payment to the most pressing creditors and any other purposes as felt is essential and approved by the board”.

In return, they demanded three board seats in the new entity to act in the interest of all shareholders. “Our nominees should be appointed contemporaneously with our upfront investment and should constitute a minority in the board of the company,’’ they wrote in their letter on May 1. They also wanted the divestment of the company’s stake in SRL Diagnostics because “the hospital business would require the undivided attention and single-minded focus of the management team” and proposed to use that money to acquire hospital assets from Religare Health Trust. Now, they have a chance to put all their plans in place.

Not only did the bidding war see many twists and turns, but two foreign players–tMalaysian IHH Healthcare Berhad, and Chinese Fosun International–also threw their hats in the ring. It brought to the fore the many issues dogging the hospital chain built and once run by the billionaire Singh brothers–Malvinder and Shivinder Mohan Singh.

Allegations of siphoning off Rs 500 crore from the publicly-traded hospital company by the brothers is being investigated by the Serious Fraud Investigation Office (SFIO) and it was the very reason that its auditors Deloitte Haskins & Sells LLP, refused to sign off on the company's second-quarter results. Even the three-member advisory committee constituted by the Fortis Board to oversee the evaluation process, saw the exit of Renuka Ramnath, former MD and CEO of ICICI Ventures, leaving only Deepak Kapoor, former chairman and CEO of PwC India, and Lalit Bhasin, chairman of the Indian Society of Law Firms along with two financial advisors, Standard Chartered Bank and Arpwood Capital and Cyril Amarchand Mangaldas, as legal advisors to take the issue to its final end.

Till the last day, it seemed like IHH Healthcare Berha, the Malaysian integrated hospital chain, with a proposed offer of Rs 7,400 crore at Rs 175 per share would walk away with the prize. Their strategy was to pay upfront Rs 650 crore and another Rs 3,350 crore after a seven-day due diligence process. An open offer to acquire a majority stake of 56.6% would see IHH Healthcare invest an additional Rs 3,400 crore into the company.

The other favourite, the consortium of Manipal Health Enterprise and U.S. private equity player TPG, too kept revising its bid before finally proposing a merger of Manipal Health with Fortis, acquiring stake in SRL, thereby valuing the company at Rs 8,358 crore (Rs 160 per share). The new bid offer of May 5, also envisaged an infusion of Rs 3,300 crore into the company, which included Rs 2,100 crore into Fortis Healthcare and Rs 1,200 crore into buying out the SRL PE stake. Its earlier bid of April 24 had valued the Fortis hospital chain at Rs 6,322 crore.

This money, said Ranjan Pai in his bid document, would be used for repaying loans, provide for working capital loans and also fund the acquisition of Fortis hospitals from the Religare Health Trust. Interestingly, of the 28 hospitals, Fortis Healthcare owns only 16 of them and the rest are with the Religare Health Trust—a trust floated by the Singh brothers to have an asset-light strategy for their hospital business.

Upon acquisition of the SRL stake, the board of the diagnostics unit will be restructured so as to ensure that no member of the promoter group of FHL is part of the SRL board, Manipal-TPG said in their new offer. The consortium said it shall have the ability to appoint a majority of the directors on the SRL board until completion of the proposed merger of Manipal Health and Fortis.

Initially, China’s Fosun International too had proposed an infusion of Rs 100 crore through convertible debt, demanding a one-month exclusivity and a subsequent infusion of Rs 2,180 crore in the form of preferential equity (at a price of Rs 156 per share). The proposal, a non-binding offer was structured in line with the financial investment without the intent to acquire control. The final bidder in this battle was the consortium of Radiant Life Care backed by private equity fund Kohlberg Kravis Roberts. They too had revised their earlier offer by proposing to buy Fortis Mulund for Rs 1,200 crore and will provide Rs 680 crore as immediate liquidity for the cash-strapped Fortis with no equity dilution for shareholders.

The results of the new bidding war has put paid to the hopes of both IHH and TPG, which had tried to acquire Fortis earlier too. While IHH tried to go it alone, TPG joined hands with General Electric in 2014 but lost out finally. IHH till recently also had a 10.85% stake in Apollo, India’s largest healthcare chain. However, IHH later sold more than half its stake in Apollo and started pursuing multiple assets in India. In 2015, it acquired a 73.4% stake in Hyderabad-based Global Hospitals, a 10-hospital chain. IHH also took a majority stake in Hyderabad-based Continental Hospital.

But, more importantly, it ended the once flourishing empire of the Singh brothers, which boasted of such companies like Ranbaxy, a pharmaceutical major and Religare, an investment and advisory firm. And Fortis lies in tatters with nothing to call its own but deep debt and legal tangles.