Decision CPC 71_2022

ΚΥΠΡΙΑΚΗ ΔΗΜΟΚΡΑΤΙΑ Decision CPC: 71/2022 Case Number: 08.05.001.022.057 THE CONTROL OF CONCENTRATIONS BETWEEN ENTERPRISES LAW No. 83(Ι)/2014 Notification of concentration regarding the acquisition of the share capital of Mediclinic International Plc by Remgro Limited and SAS Shipping Agencies Services S.à.r.l., via Manta Bidco Limited Commission for the Protection of Competition: Mrs. Loukia Christodoulou Chairperson Mr. Andreas Karydis Member Mr. Panayiotis Ousta Member Mr. Aristos Aristeidou Palouzas Member Mr. Polynikis-Panagiotis Charalambides Member Date of Decision: 8th of November 2022 SUMMARY OF THE DECISION On 12/10/2022, the Commission for the Protection of Competition (hereinafter the “Commission”) received on behalf of Remgro Limited and SAS Shipping Agencies Services S.à.r.l., a notification of a proposed concentration. The notification was filed according to Section 10 of the Control of Concentrations between Enterprises Law 83(I)/14 (hereinafter the “Law”). The notification concerns a concentration, according to which Remgro Limited (hereinafter the “Remgro”) and SAS Shipping Agencies Services S.à.r.l. (hereinafter the “SAS”), will acquire the share capital of Mediclinic International Plc (hereinafter the “Mediclinic” or the “Target”), via Manta Bidco Limited (hereinafter the “Bidco”). The companies participating in this merger are the following:  Remgro Limited is a company duly registered under the laws of South Africa. It is a portfolio investment company, which holds investments in the healthcare, 1 consumer products, financial services, infrastructure, industrial and media industries. The activities of the company in question are mainly focused on investment management and providing support and not on the day-to-day business management of the companies in which it invests.  SAS Shipping Agencies Services S.à.r.l is a company duly registered under the laws of Luxembourg. It is a subsidiary of [………] , which is the ultimate parent company of the MSC Group. MSC Group is active in maritime transport and logistics, contract logistics and specialized reefer container services as well as rail, inland waterway and road transport. Also, MSC Group’s activities include container handling services in ports and terminal operations and it is also active worldwide in the cruise sector and other marine passenger activities.  Manta Bidco Limited is a company duly registered under the laws of England and Wales. It was established for the purposes of the proposed act and has not carried out any commercial transactions.  The Target is a company duly registered under the laws of England and Wales. It is an international private healthcare group, headquartered in South Africa with divisions in Switzerland, Southern Africa (South Africa and Namibia) and the Middle East. The main purpose of the Target is to improve the quality of life of its patients by providing comprehensive, high-quality hospital services. This concentration is based on the following Agreements: - Cooperation Agreement between Remgro, SAS, Mediclinic and Bidco dated August 4, 2022 (hereinafter the “Cooperation Agreement”). - Subscription and Rollover Agreement, concerning Bidco between the Relevant Remgro Subsidiaries, SAS and Bidco dated August 4, 2022 (hereinafter the “Subscription and Rollover Agreement”). - Shareholders Agreement regarding Bidco between the Relevant Remgro Subsidiaries, SAS and Bidco dated August 4, 2022 (hereinafter “The Shareholders’ Agreement”). Pursuant to the said Agreements, Bidco, a newly incorporated company formed for the purposes of the proposed transaction by Remgro Healthcare and SAS, will acquire all of the issued and to be issued share capital of the Target, other than the shares already held by the Relevant Remgro Subsidiaries, by way of scheme of arrangement under the UK Companies Act 2006, as amended from time to time, (and subject to the Takeovers Code). The shares held by the Relevant Remgro Subsidiaries (representing approximately 44.56% of the issued ordinary share capital of the Target on August 2, 2022) will then be acquired by Bidco pursuant to the 2 Subscription and Rollover Agreement. Following completion of the merger, the Target will be indirectly jointly controlled by Remgro (through the Relevant Remgro Subsidiaries) and SAS, each holding (indirectly) 50% of the shares in Bidco, respectively. The Commission, taking into account the facts of the concentration, has concluded that upon completion of this merger, the Target will be jointly controlled by Remgro (indirectly through the Relevant Remgro Subsidiaries) and SAS, in accordance with the provisions of section 6