Mediclinic International

Our South Africa-based corporate/M&A team is acting as the South Africa legal adviser to Mediclinic International on the cash acquisition of Mediclinic International from its minority shareholders by Manta Bidco, a newly-formed company owned by joint offerors, Remgro, through its relevant subsidiaries; and SAS Shipping Agencies Services, a wholly-owned subsidiary of MSC Mediterranean Shipping Company, by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006.  We advised on the relevant South African legal considerations such as provisions of the JSE listings requirements and Financial Markets Act No. 19 of 2012, competition law and exchange control implications.

This matter is a high-value deal, and Mediclinic is the third largest operator of hospitals in South Africa.  It also involves significant cross-border jurisdictional challenges. Mediclinic is primarily listed on the London Stock Exchange with secondary listings on the JSE and Namibian Stock Exchange. Though the transaction is governed by English law, given the client's secondary listings, it required complex alignment between London, South African and Namibian listings requirements. This required extensive engagement with the JSE. 

In addition, the transaction is classified as a large merger in South Africa, which requires an investigation by the South African Competition Commission and approval by the South African Competition Tribunal. This has required extensive engagement with the Competition Commission as well as the Department of Trade, Industry and Competition, particularly in respect of the public interest assessment. The transaction also required Competition regulatory approvals in Namibia, Switzerland and Cyprus.  Given the expected inflow of foreign exchange, the transaction required exchange control approval from the Financial Surveillance Department of the South African Reserve Bank.