Slaughter and May is advising JSE-listed Mediclinic International Limited - recommended combination with UK premium-listed Al Noor Hospitals Group plc

Slaughter and May is advising JSE-listed Mediclinic International Limited on its recommended combination with UK premium-listed Al Noor Hospitals Group plc. The combination will create a leading international private healthcare group with operations in the United Arab Emirates, Southern Africa and Switzerland and pro forma revenues of $4 billion. The enlarged group, which will retain its UK premium listing as well as a secondary listing on the JSE, is expected to join the FTSE 100 index on completion of the transaction in Q1 2016. The transaction, which constitutes a reverse takeover of Al Noor by Mediclinic, will be implemented under a South African scheme of arrangement. Mediclinic shareholders will hold between 84% and 93% of the enlarged group, depending on take-up by existing Al Noor shareholders of a partial tender offer to be launched by Al Noor, funded in part through a new £400 million credit facility. Al Noor shareholders will also receive a special dividend on completion of the transaction.

Slaughter and May is also advising Remgro Limited, Mediclinic’s largest shareholder, which is providing £600 million of equity funding in connection with the transaction, and is expected to own between 41% and 45% of the enlarged group on completion. Remgro’s investment is also supported by a new bridge credit facility.

Cliffe Dekker Hofmeyr Inc (Peter Hesseling, Johan Green and André de Lange) and Cravath, Swaine & Moore LLP (George Stephanakis and Peter Weston) advised Mediclinic and Remgro as to South African law and US law, respectively.