ANS approves with restrictions the acquisition of SulAmérica (SULA11) by Rede D’Or (RDOR3)
National Health Agency saw possible conflicts with Qualicorp, which sells health plans and has Rede D’Or as the largest shareholder
The National Health Agency (ANS) approved on Monday, 19, the purchase of control of SulAmérica (SULA11) by Rede D’Or (RDOR3). For the approval of the operation, considerations were required involving possible conflicts of interest with the operations of Qualicorp, which sells health plans and has Rede D’Or as its main shareholder, with 29% of the business.
The restrictions imposed by the ANS were:
- Rede D’Or’s representative on Qualicorp’s board of directors abstains from voting on matters that deliberate exclusively on the operators of the SulAmérica conglomerate;
- The Qualicorp benefits administrator does not sell exclusively the health plans of the operators of the SulAmérica conglomerate;
- The plans of the SulAmérica conglomerate are not marketed only by the benefits administrator Qulaicorp;
- Carry out, within 30 days from Monday, the 19th, measures for the economic and financial recovery of the Paraná Clínicas conglomerate company;
- Monitoring the operation is monitored for 2 years from its approval, and the ANS may request reports to subsidize the monitoring of the regulator.
The approval of the ANS was the last regulatory barrier that was still missing for the operation to be carried out.
Last week, the Administrative Council for Economic Defense (Cade) again approved the deal. As in the November decision, no restriction was made by Cade, despite appeal requests from nine health companies: Hospital Sírio-Libanês, Albert Einstein, Mater Dei, AC Camargo, Hospital Oswaldo Cruz, Supermed, Benevix, Beneficência Portuguesa and the Heart Hospital.
With the purchase of SulAmerica, Rede D’Or will emerge even more as the most valuable company in the sector on the stock exchange, with almost R$ 60 billion in market value.
The purchase of SulAmérica by Rede D’Or was signed on February 23rd. Under the conditions agreed upon, SulAmérica’s shareholders will become part of Rede D’Or’s base after the conclusion of the deal, with a 13.5% stake in the new company, excluding treasury shares.
This amount, on the closing date of the transaction, would comprise the issuance of 0.2561 new shares of Rede D’Or for each common or preferred share of SulAmérica or 0.7683 new shares per unit, making a total of 307.68 million shares to be issued in favor of SulAmérica’s shareholders.