Lei Jianping reported on August 14
After 2 years, Fresh Air Medical will once again launch a big capital move.
Shanghai Fosun Pharma (Group) Co., Ltd. ("Fosun Pharma") recently announced that Fresh Air Medical (NFH), invested by its holding subsidiary Fosun Industrial, intends to privatize and delist from the New York Stock Exchange through a merger.
Fosun Industrial, a subsidiary of Fosun Pharma Holdings, intends to participate in the privatization as part of the buyer group of the privatization transaction by replacing the common shares issued by the subscription hold of HoldCo (i.e. the controlling shareholders between the merged NFH) for all ordinary shares of NFH held as at the date of the announcement (i.e. 9,400,000 shares, representing approximately 7.1% of the total number of issued shares of NFH as at 4 June 2021).
Based on the hold price of HoldCo's common stock subscription price of US$12 per share, it is expected that holdco will issue a total of 137,206,405 ordinary shares immediately following the completion of the privatization transaction, of which Fosun Will hold 9,400,000 ordinary shares of HoldCo, representing approximately 6.9% of the total number of common shares issued by HoldCo.
Based on this estimate, the transaction is valued at $1.582 billion.
In the privatization transaction, the cash consideration for NFH shares was $12 per share, representing a premium of approximately 27.9% to the closing price reported by NFH on the NYSE on February 8, 2021, the trading day before NFH disclosed its receipt of the privatization offer, and approximately 36.8% to the volume-weighted average closing price for the 30 trading days ending February 8, 2021.
Fresh Air Medical had a net loss of 532 million yuan last year
According to reports, HoldCo is registered in the Cayman Islands, established in June 2021, its directors are Liang Jinsong, Wu Qinan and Zeng Ying, and the actual controllers are Liang Jinsong and Wu Qinan.
HoldCo is a special purpose company established to implement this privatization transaction. As of August 5, 2021, NewFrontier PublicHoldingLtd. held a 100% stake in it
Incorporated in the Cayman Islands, MergerSub was established in June 2021 and is headed by Leung Kam-sung, Wu Qinan and Tsang Ying. MergerSub is a special purpose company established to implement this privatization transaction.
Leung Kam-sung was once known as Hong Kong's "rich man" and the husband of former diving champion Fu Mingxia. Recently, Fu Mingxia and Liang Jinsong's eldest daughter Liang Siyu celebrated the 18-year-old coming-of-age ceremony, and the couple also purchased a 200-square-meter mansion for their daughter located in the Mid-Levels Royal Garden, worth 80 million.
NFH (formerly known as NewFrontier Corporation), registered in the Cayman Islands, was established in March 2018 and listed on the New York Stock Exchange in June 2018. NewFrontier Corporation completed its acquisition of Healthy Harmony Holdings, L.P., whose primary asset is "United Family" hospitals and clinics, in December 2019 and renamed it NFH, stock code "NFH".
The Chairman of the Board of Directors of NFH is Leung Kam-sung and the Chief Executive Officer is Roberta Lipson. UFH hospitals and clinics operated under the NFH umbrella are a leading internationally recognized healthcare provider dedicated to providing comprehensive, integrated healthcare services in central cities across China.
According to NFH's published financial reports, as of December 31, 2020, NFH had total assets of $13.416 billion, owners' equity of $7,671 million and total liabilities of $5,744 million; in 2020, it achieved revenue of $2.26 billion and net loss of $532 million.
The United Family is undergoing a second privatization
This is the second time That United Family has experienced privatization. In February 2014, Fosun Pharma announced that it would participate in the privatization of U.S.-China Mutual Benefit with no more than US$224 million and some of its U.S.-China mutually beneficial shares, which were the previous controllers of United Family.
At present, UFH has become one of the largest high-end private healthcare service providers in China, with a total of 9 hospitals (2 under construction) and 14 clinics in four first-tier cities and some second-tier cities.
UFH's services include general medicine, pediatrics, obstetrics and gynaecology, in vitro fertilization (IVF), surgery, orthopedics, oncology, etc., as well as primary care, physical examination and prevention, consultation, diagnosis, outpatient and inpatient treatment and surgery, as well as patient-centered care services for various acute and chronic diseases.
Fresh Air Medical's acquisition of UFH in July 2019 led to a curve listing for $1.44 billion. This means that after two years, the valuation of United Family has not changed much.
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