THE South America informed this Monday night (30) that he made the HB Health an proposal unsolicited binding agent for the acquisition up to 100% of Grupo HB Saúde, for R$ 485 million.
According to a relevant fact disclosed by Sul América, “the transaction is subject to the approval of the shareholders of HB Saúde at an extraordinary general meeting and the consequent sale by shareholders holding at least 50% plus one share of the voting and total capital of HB Saúde. ”
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The HB Saúde Group has a portfolio of around 129 thousand health plan beneficiaries and 25 thousand dental plan beneficiaries. In 2020, the company recorded revenues that totaled around R$300 million.
Medical care unit of the HB Saúde group — Photo: Reproduction
Check out the full relevant fact:
Sul América SA (B3: SULA11) (“Company” or “SulAmérica”) pursuant to Law 6,404/76 and CVM Instruction 358/02, as amended, informs its shareholders and the market in general that it submitted to HB Saúde S /A, registered with the CNPJ/ME under No. 02.668.512/0001-56 (“HB Saúde”), parent company of the other member companies of the HB Saúde Group (“Affiliates” and these, together with HB Saúde, ” Grupo HB Saúde”), an unsolicited binding proposal for the acquisition of up to 100% of Grupo HB Saúde (“Transaction”), for the base price of R$485 million for all shares. The Transaction is subject to the approval of the shareholders of HB Saúde at an extraordinary general meeting and the consequent sale by shareholders holding at least 50% plus one share of the voting and total capital of HB Saúde.
The HB Saúde Group is composed of the following Affiliates: HB Saúde S/A, HB Saúde Prestação de Serviços Médicos Ltda., Centro Integrado de Atendimento Ltda. and HB Saúde Diagnostic Center Ltda.
The HB Saúde Group has a portfolio of around 129,000 health plan beneficiaries and 25,000 dental plan beneficiaries, and consists of a health operator, a hospital, eight outpatient units, a children’s clinic, clinical and diagnostic centers , spaces of preventive medicine, occupational and cancer center, located mainly in the cities of São José do Rio Preto and Mirassol, in the State of São Paulo. The HB Saúde Group has a clinical staff of excellent technical profile and highly committed to the future of the company.
In 2020, the HB Saúde Group recorded revenues that totaled approximately R$300 million. The transaction, when concluded, will represent an important movement for both SulAmérica and HB Saúde, its clinical staff and its beneficiaries.
For SulAmérica, as it strengthens its position and market share in a strategic region for its geographic expansion plan, increasing its presence in a region of the State of São Paulo that has high growth potential for its Health and Dental operation . And for HB Saúde, its clinical staff and its beneficiaries, who will also have at their disposal 125 years of SulAmérica’s history, expertise and recognition in Health Management and Coordinated Care. Additionally, it is noteworthy that this movement also marks the expansion of operations in a semi-verticalized care model, similar to what has been successfully implemented in the South of the country by Paraná Clínicas, a company acquired by the company in September 2020.
In addition to the approval at the HB Saúde meeting, the Transaction is subject, after completion of the usual audit for this type of operation, to the execution of a purchase and sale agreement that will contain, among other relevant provisions, certain usual precedent conditions, including the need prior approval of the competent regulatory bodies. SulAmérica further clarifies that the Transaction does not depend on approval at the company’s general meeting and will not give rise to the right of withdrawal to its shareholders, since it does not fall under art. 256 of Law No. 6.404/76.