Fortis – Manipal Deal explained

Fortis Healthcare Ltd and Manipal Healthcare Enterprises Ltd. Deal explained
Fortis-Manipal Deal

      Fortis Healthcare Ltd (FHL) share price tumbled by 13.29% on the final trading day of Financial year 2017-18. Stock closed on 123.35 on NSE. This fall was due to disappointment of Investors who exited Fortis healthcare after Fortis-Manipal deal terms and structure came out. In the press conference, Bhavdeep Singh, CEO of Fortis gave details about the merger and called it as the deal which can decide the future path of Indian Healthcare sector. His emphasis was on convincing Investors that deal is good for both the parties and combined entity will become the largest Hospital chain of India. But this could not stop the downfall of share prices of Fortis healthcare and Fortis Malar in market, as Investors realized that it was good deal but at poor valuations. There is nothing for Fortis Investors in it. Firstly, there is no open offer to Fortis Healthcare shareholders to tender their shares if they want and secondly SWAP ratio for deal is 100:10.38 which means each share holder of Fortis Healthcare Ltd will get 10.38 shares of Manipal Hospitals against their 100 shares of Fortis Healthcare. Luckily Fortis Malar shareholders got some relief when Manipal Health Enterprises launched an open offer for 26% of Fortis Malar hospital’s shares at a price of Rs. 64.45 per share. Fortis Malar Hospitals share closed on 58.10 on 28th March. Let’s us try to break-down the deal details for further understanding.

1. What is the Fortis-Manipal deal?

As per the press release of Fortis Healthcare, Fortis healthcare announced demerger of it’s hospitals into Manipal Hospitals. Board approved sale of its 20% stake in SRL Ltd to Manipal Hospitals, which comes around Rs.720 Cr. The deal infuses Rs. 3900 Cr of fresh capital from Manipal Hospital’s Dr. Ranjan Pai and TPG Capital Asia to complete RHT transactions and to fund growth initiatives. The remaining FHL company will be an investment holding company with 36.6% stake in SRL. In future Manipal Hospitals will increase it’s stake in SRL to 50.9% stake buying stakes from this holding company gradually.

Fortis Heathcare Ltd.

2. What to do in Fortis healthcare now?

This deal will reduce FHL into only an Investment holding company. It will take 8 to 12 months to complete the merger. Manipal Hospitals will list on Market after this merger gets completed. Investors of Fortis Healthcare will get shares of Manipal Healthcare Enterprises Ltd. (Manipal Hospitals) as per the swap ratio mentioned above. So clearly Fortis Healthcare Ltd Investors are losers here. Major Investors might give approval to this deal sighting the good future of combined entity and complete closure of unpredictable entity with lots of corporate governance issues. Assets of FHL will go into the hands of good Management. But Minority shareholders will have to book losses in the shares or wait for 1 complete year to see how Manipal Hospitals performs after listing on Market after this reverse- merger deal?

3) How will be the combined entity?

Manipal Healthcare Enterprises Ltd.

Manipal Hospitals is part of ‘Manipal Education and Medical Group’ owned by Dr. Ranjan Pai and backed by TPG, an asset firm who has good experience in Healthcare sector investment. The combination of Manipal Hospitals and Fortis Healthcare will create largest healthcare provider company in India. With more than 11000 installed beds capacity, 4200+ doctors, 9300+ nurses and 11400+ staff, it will serve India and overseas patients in their hospitals in Dubai, Singapore, Mauritius and Sri Lanka. The combined entity will be valued near Rs. 15000 Cr after the deal gets   completed.

Clearly, Dr. Ranjai Pai and his Manipal Hospitals are clear Winners in this deal. As per my opinion, instead of buying Fortis Healthcare and waiting for 1 long year Investors should buy Manipal Hospitals Ltd. only after its listing. We will see more pain in Fortis Healthcare Ltd share in first week of new Financial year 2018-19. After which funds will definitely accumulate it at lower valuations. Fortis earned higher brand name than Manipal, but Manipal Hospitals is definitely larger player than Fortis when it comes to Market Valuations. Fortis Healthcare Ltd. has seen really bad controversies in last few years – thanks to it’s promoters Singh Brothers who tried to chew more than they should have. From 1996 to 2011, Fortis Healthcare expanded aggressively. But then the Corporate governance issues, legal suits against promoters, stakes selling and exit by them etc. – all made it controversial company to invest. Big Investors like Rakesh Jhunjhunwala, Radhakishan Damani anticipated this deal and invested in Fortis Healthcare at lower valuations. They too are waiting for things to get sorted. Let’s hope that under the leadership of Dr.Pai, this upcoming combined entity will flourish and gives the much needed leadership to Indian healthcare sector where serving India will take priority over looting the patients with unreasonably high bills.

(Disclaimer: Please note, this is educational post and Stocksbaazigar is not responsible for any losses/risks you may suffer due to blindly following the post. I have not advised anything or recommended anything in this post)

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