ANALYSIS. Fortis deal: A story that’s not over, till it’s over

True to Fortis Hospitals’ recent modus operandi of late night announcements, the latest one on the Hero-Dabur combine being the chosen one to run the business also came close to midnight. And, that decision too, came after a marathon board meeting, a 15-hour one to be precise.

But the long hours and efforts of Fortis’ board of directors notwithstanding, the story is not quite over till its over. The deal still has many overhangs.

There are disappointed suitors — Manipal Hospitals and Malaysia's IHH Healthcare Berhad. There are edgy minority shareholders who have in the past expressed displeasure with the process. There’s an Extraordinary General Meeting scheduled for May 22 to address the shareholders' unhappiness with the older members on the Fortis board, among other things.

Daiichi Sankyo tussle

And then, the biggest elephant in the room.

The legal wrangle between former Fortis promoters Malvinder and Shivinder Singh and Japanese drugmaker Daiichi Sankyo (DS). Their legal battle involves a possible ₹3,500 crore payment that the Singh brothers may have to fork out as damages to DS.

The company had bought Ranbaxy from the Singh brothers, but the deal went sour as Ranbaxy production plants came in for scrutiny from the US regulator. DS alleges that the Singh brothers had not revealed Ranbaxy's regulatory problems to them, something the brothers deny. And till date, the two spar in India and Singapore. In fact, a judgment is presently awaited from a court in Singapore on this issue.

The coming days will reveal whether DS will come after the latest recommendation made by the Fortis board as well, as it did with the earlier proposal to merge with Manipal Hospitals.

Manipal Hospitals, IHH

But for now, Manipal Hosptials and IHH have expressed their disappointment and are imploring shareholders to review the Board's decision carefully before taking a call.

Especially since some shareholders question the presence of certain board members who they feel are too close to the former promoters. These board members have on their part clarified their positions, but the trust levels have dipped.

In Manipal's defence, they were the white knight that stepped up for Fortis when all others steered clear. And they have the healthcare expertise and synergies with Fortis.

As for IHH, they believe their deal addressed short term financing needs and long term objectives. The future could hold many uncertain prospects, say deal-watchers, including the possibility of IHH getting shareholders to align with their plan and launch a hostile bid for Fortis.

A note on behalf of IHH says, “We have communicated with some Fortis shareholders, who have shared their disappointment that they are unable to realise the value inherent in our proposal. We are currently evaluating all possible options, to ensure shareholders have the opportunity to realise this value.”

Hero-Munjal as the recommended choice is being questioned in some circles, seen as it is as an “old Delhi boys club” looking to bail out one of their own. But an investment banker clarifies, that Munjal and Burman come from two business houses that have built credible businesses in the country. In fact, their proposal looks least inclined to rock the boat of Fortis, he adds.

As shareholders evaluate the minutiae on the deal, the key will be in voting the deal that brings them the money and a more stable foundation and future for the hospitals that is the core of Fortis.

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