Mediclinic and a consortium led by its biggest shareholder, Remgro, have now reached a final agreement on the terms of the takeover bid that has been on the cards since May.
They settled on the cash offer of 504 pence (R102) for each Mediclinic share minority shareholders hold, announced early in July.
Mediclinic shareholders will also receive the final dividend of 3 pence per share as declared on 25 May.
"The independent Mediclinic directors, who have been so advised by Morgan Stanley and UBS as to the financial terms of the acquisition, consider the terms of the acquisition to be fair and reasonable… Independent Mediclinic directors intend to recommend unanimously that scheme shareholders vote in favour of the scheme," said Mediclinic in a statement on Thursday.
When the consortium made up of Remgro and shipping company MSC first approached Mediclinic, it offered shareholders 463 pence (R89) per share. Mediclinic rejected it, saying it significantly undervalued the hospital group's future prospects.
The new offer presents a premium of approximately 50% to Mediclinic's average volume-weighted share price of 337 pence in the past six months and roughly a 35% premium to the group's closing share price on 25 May 2022, the day before the initial offer.
However, this offer is still only 9% more than the initial offer that the company rejected, and some shareholders – including Sasfin Securities' deputy chairperson, David Shapiro – maintain that it remains too low.
On Thursday, Mediclinic's share price jumped 3% to R101.77 - 20% lower than five years ago.
Shareholders will vote on the issue at the upcoming general meeting. The group is yet to announce the date.
The company needs at least votes representing 75% of its shareholding to be in favour of the scheme for the takeover to pass.
"The recommended offer represents a near-term value realisation for Mediclinic shareholders at an attractive premium," said the chairperson of the Mediclinic board, Dame Inga Beale.
She added that she believes, given Remgro's support of Mediclinic in the past, that the consortium will use its resources to put Mediclinic in a strong position.
Remgro CEO, Jannie Durand, said that under the consortium's care, Mediclinic will be well-positioned to execute its strategy and undertake the investments it requires to realise its full potential.