EQS-Adhoc: AEVIS VICTORIA SA: Integration of Clinique des Tilleuls in Swiss Medical Network
Integration of Clinique des Tilleuls in Swiss Medical Network
Swiss Medical Network SA submits an acquisition offer to all shareholders of Holding du Tilleul Biel/Bienne SA and invites Clinique des Tilleuls to join its network.
Holding du Tilleul Biel/Bienne SA (« Holding du Tilleul ») and Swiss Medical Network SA, a 100% subsidiary of AEVIS VICTORIA SA (listed on SIX Swiss Exchange), today announce the signature of a transaction agreement allowing Clinique des Tilleuls to join Swiss Medical Network.
Swiss Medical Network is one of the two leading private hospitals groups in Switzerland, present in the three main language regions of the country. The group currently counts 16 private hospitals with some 1'780 admitting physicians and 2'950 employees.
Clinique des Tilleuls is the only private hospital of the region of Biel - Seeland - Bernese Jura. The hospital is listed on the cantonal hospital list and focuses on surgery, sport and movement (orthopaedics, traumatology), oncology, radiology and women's health (deliveries, Breast Centre, etc.). Equipped with state-of-the-art technical infrastructure and 7 operating theatres, Clinique des Tilleuls covers around 6'000 hospitalisations per year. Clinique des Tilleuls counts over 400 employees and cooperates with around 90 admitting physicians.
The objective of Swiss Medical Network's offer is to promote and strengthen the leading position of Clinique des Tilleuls in the Espace Mittelland region by developing multi-site competence centres within its network. Clinique des Tilleuls would take the leading position of the regional network Neuchâtel, Bern and Solothurn, with the possibility to extend it to the canton of Jura.
By joining Swiss Medical Network, Clinique des Tilleuls could benefit from the advantages of a national group while simultaneously pursuing its current strategy with an autonomous Board of Directors and its existing management. An integration of Clinique des Tilleuls into Swiss Medical Network would reinforce the stability and the successful continuation of Clinique des Tilleuls and allow the further optimisation of its regional positioning, to the benefit of its doctors, employees and patients.
In accordance with the transaction agreement, Swiss Medical Network SA, resp. AEVIS VICTORIA SA, will submit an acquisition offer to all shareholders of Holding du Tilleul on 18 May 2017 to acquire all registered shares of Holding du Tilleul, either at a price of CHF 2'500 per share payable in cash, or in exchange for 49.73 registered shares of AEVIS VICTORIA SA; which corresponds to a counter-value of CHF 2'890 per share (based on the volume weighted average closing price of the AEVIS shares during the 60 trading days prior to 16 May 2017). The AEVIS shares allocated in this exchange offer are blocked until the end of 2017 and can be sold freely as of 1 January 2018. The shareholders of Holding du Tilleul can decide if they would like to tender their shares to the offer until 22 June 2017. The offer is subject to the condition that Swiss Medical Network acquires more than 50% of the shares of Holding du Tilleul.
The offer allows all shareholders willing to sell their shares, to do so at a very attractive price, or, if they have chosen the exchange offer, to continue to indirectly participate in the development of Clinique des Tilleuls. The offer in cash values the equity of Holding du Tilleul at CHF 87.5 million, which corresponds to a premium of around 35% compared to the current share price of Holding du Tilleul on the OTC-X of BCBE. The exchange offer values the equity of Holding du Tilleul at around CHF 101.2 million, which represents a premium of around 56% compared to the current share price of Holding du Tilleul on the OTC-X of BCBE.
The Board of Directors of Holding du Tilleul recommends that its shareholders accept the offer of Swiss Medical Network and has committed to approve the registration of Swiss Medical Network in the share register of Holding du Tilleul as owner of all shares acquired in the context of this offer, as long as the condition is satisfied (acquisition of more than 50% of the share-capital of Holding du Tilleul).
For more information: Media Office Swiss Medical Network, +41 (0) 22 366 99 87, email@example.com Philippe R. Blangey, +41 (0) 43 268 32 35 or +41 (0) 79 785 46 32, firstname.lastname@example.org Dr Kurt Aeberhard, Chairman of the Board of Directors of Holding du Tilleul Biel/Bienne SA, +41 (0) 31 872 00 26, email@example.com
An information meeting for the local press will be held on 18 May 2017 at 10:00 am at Clinique des Tilleuls, Blumenrain 105, 2501 Bienne, in the presence of representatives of Swiss Medical Network and Clinique des Tilleuls.About Swiss Medical Network: Swiss Medical Network SA is the second largest network of private hospitals in Switzerland, present in the three main linguistic regions. The growth strategy of Swiss Medical Network is focused on the creation of a national network by acquiring hospitals and restructuring their operations. The main objective of Swiss Medical Network is to offer first class hospital care to Swiss and foreign patients. Swiss Medical Network's distinctive features include high quality services, an excellent medical and hotel infrastructure, a pleasant environment and an experienced management team. Since its inception in 2002, Swiss Medical Network successfully integrated 15 hospitals and today regroups 16 private institutions in Switzerland.
End of ad hoc announcement
574867 18-May-2017 CET/CEST