Malaysia’s IHH Healthcare Bhd won the race for India’s second-largest hospital chain Fortis Healthcare on Friday, ending a months-long bidding war for control of the cash-strapped firm.
It beat TPG-backed Manipal Hospital Enterprises with its offer to invest Rs 4,000 crore at a price of Rs 170 per equity share. The TPG-Manipal combine in its final bid had proposed to infuse Rs 2,100 crore through a preferential allotment at Rs 160 a share, down from Rs 180 a share proposed earlier.
IHH Healthcare, through its Northern TK Venture Pte Ltd, will acquire 235.3 million new shares through preferential allotment—nearly 31% of Fortis’s total voting equity share capital. It will also make a mandatory open offer of upto Rs 3,300 crore to public shareholders to acquire an additional 26% shareholding in the company at a price not less than Rs 170 per share. The proposal provides for refinance of debt to the extent of Rs 2,500 crore. The transaction is expected to be completed within seven business days of receipt of shareholder’s and CCI’s approval which will be obtained concurrently with shareholder’s approval. It is expected to take approximately 60-75 days.
“The IHH proposal offers a more strategically and financially compelling proposition along with simplicity and certainty. The process was relaunched on 29th May 2018 and has been conducted in a fair, time-bound and transparent manner. The release of the audited FY2018 financial statements was a key milestone in underpinning the overall success of the transaction. As part of the process, we look forward to continuing the dialogue with our shareholders ahead of the EGM to approve the transaction,” said Ravi Rajagopal, chairman, board of directors, Fortis Healthcare.
Fortis pointed out that the IHH offer (Rs 170 a share) is at 20% premium to the current market price, adding that the fund will be utilised to address the hospital chain’s short-term liquidity needs, buy out path-lab chain SRL Diagnostics’s private equity investors and acquisition of assets of Religare Healthcare Trust (RHT). RHT, the Singapore-based business trust was started by the former promoters of Fortis, Malvinder Mohan Singh and Shivinder Mohan Singh, to create an asset-light business model where the land and property would remain with the trust, while Fortis would provide the doctors and nurses. Today, 16 such hospitals and some other divisions are in RHT; nearly Rs 4,650 crore would be needed to bring them back into the Fortis fold.
“With a clear and holistic strategy in place, we have developed a 100-day turnaround plan to stabilise Fortis Healthcare, which will pave the way for Fortis Healthcare to realise its full potential in the long run,” Tan See Leng, managing director and CEO of IHH Healthcare said in a statement.
IHH Healthcare has been chasing Fortis for over a year. It had bid for Fortis in June last year. At that time, IHH was to take a 26% stake in Fortis for Rs 3,600 crore, valuing Fortis Healthcare and SRL Diagnostics (which has 376 labs and over 6,300 collection centres) at $2.9 billion or Rs 19,000 crore.
For IHH Healthcare, winning Fortis was crucial as it would help ramp up its presence in the Indian market where they currently have a joint venture with Apollo Hospitals in Kolkata. In early 2015, IHH acquired a 51% stake in Hyderabad-based Continental Hospitals. Later, it acquired a 73.4% stake in Global Hospitals, which has hospitals in Chennai, Bengaluru, Mumbai, and Hyderabad.
IHH Healthcare, which has a market capitalisation of about $12.7 billion is one of the largest private healthcare provider in Asia. For IHH, India is its fourth home market, after Malaysia, Singapore and Turkey.
“We are not new to India. It is our fourth home market and we have been operating here since 2002. With our strong execution track record and over decades of global private healthcare experience, IHH is best poised to provide the requisite vision, leadership, and financial strength to grow Fortis into a leading healthcare player,” Leng told Fortune India in an email interview in May.
Fortis was set up in 1996 as an extension of Ranbaxy, the pharmaceuticals giant built by Bhai Mohan Singh in the 1950s. Today it is India’s second largest healthcare company, with a network of 31 hospitals in 15 cities across India and three overseas in Mauritius, Uganda, and Sri Lanka. However, the hospital chain’s financials has been under stress for long. Fortis has been reporting losses over the last few years.
In the January to March quarter of 2018, the hospital chain’s losses mounted to Rs 932 crore from Rs 68 crore in the same period last year. Similarly, its earnings before interest taxes, depreciation, and amortisation (EBITDA) slipped from Rs 41 crore in January to Rs 23 crore in March.
With IHH planning a turnaround for Fortis, the Malaysian healthcare major has a tough task ahead as new revelations by the law firm Luthra & Luthra recently pointed to the financial impropriety (siphoning off around Rs 494.14 crore through inter-corporate deposits by the former promoters) affecting the financial health of Fortis.
Shares of Fortis Healthcare were up 1.30% at Rs 144 during the afternoon trade on the BSE on Friday.