Fortis initiates fresh bidding process

Fortis Healthcare on Tuesday initiated a fresh time-bound bidding process for its sale after terminating the offer made by the Munjal-Burman combine, in yet another twist in the race for the cash-strapped healthcare chain.

The deadline for submitting fresh binding bids has been set at June 14, Fortis Healthcare said on Tuesday, a day after the Munjal-Burman combine had given their consent to re-open the bidding process. After it started the process to seek buyers for its business in late March, Fortis Healthcare elicited good response from potential bidders, with some of them making competing offers, before the board accepted the offer by the Munjal-Burman combine.

In a regulatory filing on Tuesday, Fortis Healthcare said its board has decided to initiate a fresh, time-bound process to optimise the short and long term interests of the company as well as its shareholders. After its two-day meeting that began on Monday, Fortis board decided to invite three entities that had put in binding offers -- Munjal-Burman combine, TPG-Manipal consortium, and Malaysia's IHH Healthcare Berhad -- to participate in the fresh bidding process subject to certain conditions.

This decision has been taken based on the suitability of the offers evaluated earlier. The three entities would have to confirm adherence to the new bidding process by May 31 while other interested parties are required to submit an Expression of Interest (EoI) by the same date. As per the latest timeline, binding bids should be submitted on June 14 between 8.30 am and 9.30 am.

"Munjal-Burman consortium's offer accepted by the board (of Fortis) on May 10, 2018 stands mutually terminated," the filing said. Under the offer that was earlier accepted by the Fortis board, Munjal-Burman combine was to invest Rs 1,800 crore. Fortis Healthcare said EoIs submitted by new bidders would be evaluated on the basis of various factors, including their financing capability, ability to consummate the transaction in a timely manner as well as requisite internal and external approvals.

Shortlisting of new bidders would be completed by June 1 and there would be a 10-day due diligence period before the deadline for binding offers ends on June 14. As per the fresh criteria, the buyers have to make a minimum investment of Rs 1,500 crore into Fortis Healthcare by way of preferential allotment apart from having a plan for funding the acquisition of RHT Health Trust (RHT) and a plan for providing exit to private equity investors of diagnostic arm SRL.

Among others, the bids should be unconditional as well as mention about the source of funds for the transaction and elaborate on the plans for retention of current management and employees.

Last week, Fortis board was reconstituted after shareholders had voted out its director Brian Tempest, who was among the four directors whose removal was sought by two institutional investors. Three other directors -- Harpal Singh, Sabina Vaisoha and Tejinder Singh Shergill -- had resigned ahead of an Extraordinary General Meeting (EGM) on May 22. During the meeting, shareholders voted out Tempest. Interestingly, these four directors were among those who had favoured the binding offer made by Munjal-Burman combine. Earlier this month, both Malaysia's IHH Healthcare Berhard and Manipal-TPG combine extended the deadline for the Fortis Healthcare board to accept their revised offers.

The shortlisted bidders would have 10 days for financial and legal due diligence. They would also have an opportunity to interact with the management and advisors who have conducted vendor due diligence (VDD) for the company. This would be subject to the bidders entering into a non-disclosure agreement with the company.

The bidders would also have access to Fortis Healthcare's unaudited balance sheet details with schedules as on March 31, 2018 and an update on the status of major litigations and ongoing investigations.

Following the board revamp, Suvalaxmi Chakraborty, Ravi Rajagopal and Indrajit Banerjee have joined as independent directors.