Mediclinic to consider its position after Spire rejected its offer
23 OCT 2017
Mediclinic [LON:MDC] notes the announcement made by Spire Healthcare Group plc [SPI:LSE] ("Spire") earlier today. Mediclinic confirms that it made an approach to Spire regarding a possible offer for the entire issued and to be issued share capital of Spire not already owned by it or its subsidiaries (the "Proposal").
Under the Proposal, Spire shareholders would receive 0.232 Mediclinic shares and 150 pence in cash for each Spire share. Based on the closing price of Mediclinic shares as at 17 October 2017, being the last business day prior to the Proposal being made, the Proposal valued each Spire share at 300 pence, representing a premium of:
Under the Proposal, Spire shareholders would receive 0.232 Mediclinic shares and 150 pence in cash for each Spire share. Based on the closing price of Mediclinic shares as at 17 October 2017, being the last business day prior to the Proposal being made, the Proposal valued each Spire share at 300 pence, representing a premium of:
- 30% to the closing price of Spire shares on 17 October 2017(1); and
- 31% to the volume weighted average closing price of Spire shares in the one month prior to and including 17 October 2017(2).
As noted by Spire, the Proposal was rejected by the independent directors of Spire. As a consequence, Mediclinic is considering its position.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 p.m. on 20 November 2017, Mediclinic will be required to either announce a firm intention to make an offer for Spire in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the UK Takeover Panel in accordance with Rule 2.6 of the Code. Mediclinic understands that, in accordance with Rule 2.6(c) of the Code, the UK Takeover Panel will normally consent to such an extension at the request of Spire.
Pursuant to Rule 2.5 of the Code, Mediclinic reserves the right to vary the form and/or mix of the offer consideration and vary the transaction structure. Mediclinic also reserves the right to amend the terms of any offer (including making the offer at a lower value):
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 p.m. on 20 November 2017, Mediclinic will be required to either announce a firm intention to make an offer for Spire in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case such announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the UK Takeover Panel in accordance with Rule 2.6 of the Code. Mediclinic understands that, in accordance with Rule 2.6(c) of the Code, the UK Takeover Panel will normally consent to such an extension at the request of Spire.
Pursuant to Rule 2.5 of the Code, Mediclinic reserves the right to vary the form and/or mix of the offer consideration and vary the transaction structure. Mediclinic also reserves the right to amend the terms of any offer (including making the offer at a lower value):
- with the recommendation or consent of the Spire Board;
- if Spire announces, declares or pays any dividend or any other distribution or return of value to shareholders, in which case Mediclinic reserves the right to make an equivalent reduction to its Proposal;
- following the announcement by Spire of a whitewash transaction pursuant to the Code; or
- if a third party announces a firm intention to make an offer for Spire at a lower price than referred to above.
A further announcement will be made in due course, but there can be no certainty that an offer will be made.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Mediclinic's corporate website at www.mediclinic.com. The content of this website is not incorporated into, and does not form part of, this announcement.
In accordance with Rule 2.9 of the Code, as at the date of this announcement, Mediclinic's issued share capital comprises 737,243,810 ordinary shares of GBP0.10 each held outside treasury (ISIN: GB00B8HX8Z88).
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Mediclinic's corporate website at www.mediclinic.com. The content of this website is not incorporated into, and does not form part of, this announcement.
In accordance with Rule 2.9 of the Code, as at the date of this announcement, Mediclinic's issued share capital comprises 737,243,810 ordinary shares of GBP0.10 each held outside treasury (ISIN: GB00B8HX8Z88).