The consortium of Manipal Health Enterprises (MHEPL) and PE firm TPG Asia has yet again revised its offer for Fortis Healthcare. The consortium has now proposed to infuse Rs.2,100 crore into the company at a price of Rs.160 per share.
The combine has also proposed to merge MHEPL into Fortis Healthcare. It has valued the latter at Rs.8,358 crore for the same.
Earlier, the bidders had proposed a de-merger of the hospital business of Fortis, which it valued at Rs.6,322 crore as on April 24. The hospital business was to subsequently be merged with Manipal Hospitals, which had been valued at Rs.6,070 crore.
Manipal-TPG informed Fortis that it would infuse the Rs.2,100 crore into FHL by way of preferential allotment. The proceeds, it said, would be used to repay existing loans, fund working capital needs and partly to finance the acquisition of relevant Indian entities from Religare Health Trust (RHT).
To supervise the use of these proceeds, Manipal-TPG has sought the right to appoint "such number of non-executive directors pro rata to its shareholding after the preferential allotment (with a fractional number being rounded up to the nearest whole number) subject to the FHL board comprising a minimum of 7 directors.
This preferential allotment is subject to regulatory, shareholder and other relevant approvals.
The preferential allotment, the consortium said, was being undertaken only to provide immediate liquidity to Fortis by way of a minority investment in the company. ``The preferential allotment and the ability to appoint directors as aforesaid, shall not vest control in the subscriber(s) and, accordingly, no open offer is required to be made," said the consortium.
Manipal-TPG's proposal to merge MHEPL into FHL values Fortis at Rs.8,358 crore and MHEPL at Rs.6,070 crore.
"A value of Rs.8,358 crore for FHL shall translate into a per share value of Rs.160 per equity share (being the same price per equity share as offered for the preferential allotment)," the consortium said.
With a view to resolving obligation of Fortis to provide an exit to SRL PE investors, the combine has also proposed to purchase their stake, subject to agreement with the PE investors.
As with their earlier offers, the consortium has proposed to purchase PE investors' 30.93% stake in SRL, the diagnostics arm of Fortis, for Rs.1,113.4 crore.
Post the acquisition of the PE SRL stake, the SRL board will be restructured "so as to ensure that no member of the promoter group of FHL is part of the SRL board," it said.
The Fortis board will meet on May 10 to take a call on these offers based on the recommendations of an expert committee set up by it.
