Fleury and Hermes Pardini announce agreement to merge their operations
- July 1, 2022
- No Comment
At the center of a strong wave of consolidation in the last two years, the health sector is beginning to see this movement also translate into agreements between major players in various links in the sector. Among them, the purchase of SulAmérica by Rede D’Or and the merger between Hapvida and Grupo NotreDame Intermédica.
Now, it’s time for the diagnostics segment. The Fleury and Hermes Pardini groups have just announced the signing of an agreement aimed at a corporate reorganization for the combination of their businesses and their respective shareholding bases.
In a relevant fact, the two companies emphasize that the merger, whose agreement is valued at R$ 2.5 billion, can increase competitiveness, based on geographic complementarity, a robust capital structure and the reinforcement of organic growth strategies. and inorganic.
The estimate is that the operation generates an increase in annual EBITDA for the combined company between R$ 160 million and R$ 190 million. In the transaction, the Hermes Pardini brand will be maintained for at least ten years, counted from the conclusion of the transaction.
Under the terms of the agreement, Fleury will incorporate all the shares of Hermes Pardini. Hermes Pardini shareholders will receive a cash portion of R$ 2.15 for each common share of the group, which totals R$ 237 million. This amount will be corrected based on the CDI variation, as of the transaction approval date.
Hermes Pardini shareholders will also receive Fleury shares, based on the exchange ratio of 1.21 of the company’s shares for each share of the new operation, which is subject to approval at the two companies’ meetings. With the process concluded, these shareholders will hold 32.7% of the new group.
The agreement also provides for the approval of Fleury’s capital increase, through a public offering for the distribution of new shares. In addition to a compensatory fine of R$ 250 million for the two companies if the transaction is not approved at their respective shareholders’ meetings.
In a presentation on the transaction, Fleury and Hermes Pardini highlighted that, taking into account the data for the first quarter of 2022, the combined operation would have a revenue of R$6.1 billion and an Ebitda of R$1.6 billion.
If approved, the new company will have 487 service units and 24 technical areas in 12 states, in addition to the Federal District. With 39 brands, more than 20,000 employees and 4,300 service providers, this structure would total a volume of 245 million exams carried out between January and March.
At the same time, the resulting company would have a market value of BRL 6.58 billion, taking as a reference the closing price of the trading session on Wednesday, June 29th.
Before today’s announcement, the two groups had already been protagonists in the scenario of consolidation of the sector and in the search for the opening of new business fronts and sources of revenue. In the case of Fleury, this appetite has intensified since Jeane Tsutsui took over the company in April 2021.
In the meantime, the group disbursed more than R$ 1 billion in seven acquisitions, the most recent being the purchase of Saha, an operation specializing in infusions of immunobiological drugs and low-complexity surgeries, for R$ 120 million.
This amount does not, however, include the creation of a company to operate in the oncology segment, in partnership with Bradesco Seguros and Beneficência Portuguesa. Announced in May, the operation was born with a primary contribution of R$ 678 million from the trio.
Hermes Pardini, in turn, closed four acquisitions since 2021. The most recent was announced in February of this year and involved the purchase of DaVita Health Care, with the aim of expanding the presence of the Minas Gerais network in the state of São Paulo.
In another expansion initiative, but based on an internal project, the group launched, in April, the Saúde Mob mobile service application, with the proposal to carry out exams anywhere, at any time, for consumers and companies in the supply chain. health.
The initial market response to the joint movement of the two companies has been positive. At around 10:15 am, Fleury’s shares were trading up 10.97% on B3. The price of Hermes Pardini shares rose 17.86%.