New Delhi: TPG-backed Manipal Hospital revised its offer to acquire Fortis Healthcare again on Sunday, promising to infuse Rs2,100 crore at Rs160 per share, against an earlier proposal of Rs1,800 crore.
TPG-Manipal used its exclusive agreement with Fortis that gave it the right to revise its proposal within five days after the bidding ends. TPG-Manipal’s move is triggered by at least two bidders, IHH Healthcare Bhd and a group led by businessman Sunil Munjal, who sweetened their offers for the assets of troubled Fortis Healthcare Ltd ahead of the 1 May deadline for submitting binding offers.
The deadline for revision of offer in account of TPG-Manipal ended on Sunday.
The Fortis board will now meet on 10 May to consider the recommendations of its external advisory committee (EAC), formed to evaluate the binding bids.
In a regulatory filing on Sunday, Manipal offered to subscribe to Rs2,100 crore worth of shares of Fortis via a preferential allotment at Rs160 apiece, for “liquidity needs" like repaying existing loans and to meet working capital requirements.
Manipal also proposed merging with Fortis in a deal that would value the latter at Rs8358 crore.
Manipal also proposed to buy stake in SRL Ltd held by private equity firms at a price that values the subsidiary at Rs3,600 crore.
Manipal said that their offer does not require further due diligence and the proposal is binding and valid until 15 May.
The battle to take over Fortis started earlier this year when its founders lost control of their shareholding because of mounting debts. There were five bidders in the race for the cash-strapped hospital operator.
However, with the process getting over Sunday, only IHH Healthcare, TPG-Manipal and the group led by Sunil Munjal are in fray. KKR-backed Radiant Healthcare and China’s Fosun Ltd did not submit their binding offers.
In its revised offer, IHH Healthcare said that its proposal of immediate equity infusion of Rs650 crore will now be at Rs175 per share, higher than the Rs160 apiece proposed earlier. The subsequent equity infusion of Rs3,350 crore will be at a share price not exceeding Rs175 per share.
IHH, however, insisted that the company be allowed to inspect the books and assets of the hospital operator after an initial equity infusion.
Inspection of assets, or due diligence, has been a matter of concern for bidders of Fortis because the company’s books have not been audited since 2016, some of its land assets are under litigation and the Serious Fraud Investigation Office (SFIO) has been ordered to probe an alleged fraud related to diversion of funds.
The combine of Munjal and the Burman family have offered to infuse Rs1,800 crore directly into Fortis as part of their revised offer. That compares well with the Rs1,500 crore they proposed to invest earlier.
They also sought three seats on the board instead of two and added a new condition that an independent sale process should take place for SRL Laboratories, a unit of Fortis, and its proceeds should be used to buy assets of RHT Holdings, a trust that holds Fortis’s real estate assets.
Munjal and the Burmans did not seek an opportunity to do due diligence but said that if the right is granted to others, they would also want it.