FORTIS HEALTHCARE LTD

Fortis Healthcare Limited (FHL) is one of the largest healthcare services providers in India with 27 hospitals, ~4,500 operational beds and over 426 diagnostics centres as of 31 March, 2023. The Company offers a full spectrum of integrated healthcare services ranging from clinics to quaternary care facilities and a wide range of ancillary services to patients in areas such as cardiac care, orthopedics, neurosciences, oncology, renal care, gastroenterology and mother and child care. They are delivering quality healthcare services to patients in modern facilities using advanced technology. It also has presence in Dubai, Mauritius and Sri Lanka. SRL Limited, a subsidiary of FHL is primarily involved in providing diagnostics services and is amongst the leading diagnostics chains in India with a significant market share in the organized diagnostics segment. FHL currently owns a fully diluted stake of 56.6% in SRL. Fortis Healthcare Ltd was incorporated on February 28, 1996. The company commenced their commercial operation by setting up the Fortis Heart Institute and Multi-Speciality Hospital at Mohali in the year 2001. In December 2002, International Hospital Ltd became a board controlled subsidiary of the company. In August 2003, Fortis Hospital in Amristar was inaugurated. In October 2003, the company executed an agreement with Seth Jessa Ram and Bros Charitable Hospital Trust for the operation and management of Jessa Ram Hospital, New Delhi and Fortis Hospital in Noida was commissioned in August 2004. In September 28, 2005, the company acquired 90% interest in Escorts Heart Institute & Research Centre Ltd that owns and operates three hospitals in north India and operates a fourth hospital in collaboration with the Government of Chhattisgarh. In January 2006, the company signed an agreement with Sunrise Medicare Private Ltd for the operation and management of Fortis La Femme, New Delhi. They also signed and agreement with Khalil Public Welfare Trust for the operation and maintenance of Khyber Medical Institute, Srinagar. In March 20, 2006, the company acquired 99.86% interest in International Hospital Ltd and 100% interest Oscar Bio-Tech Private Ltd from the Promoter Group for total consideration of Rs 301.5 million and Rs 30.5 million respectively. In February 14, 2007, the company acquired 100% interest in Hiranandani Healthcare Pvt Ltd for consideration of Rs 10 million. Hiranandani Healthcare Pvt Ltd had an agreement with Navi Mumbai Municipal Corporation to develop a super-specialty hospital in West India. During the year 2007-08, the company successfully completed an initial public offer of 45,996,439 equity share of Rs 10 each at a premium of Rs 96 per share. International Hospital Ltd and Oscar Investments Ltd acquired 48.83% and 13.34% stake respectively in Malar Hospitals Ltd for a total consideration of approx Rs 35 crore. Also, they launched Fortis Escorts Hospital in Jaipur, which focus on Cardiac Sciences, Neuro Sciences, Renal Sciences and Gastrointestinal diseases. During the year 2008-09, Fortis Healthcare International Limited (FHIL) was incorporated as a wholly owned step-down subsidiary of the company. Through this subsidiary, the company acquired 28.89% stake in Medical and Surgical Centre Ltd, a company that owns Mauritius's largest private hospital 'Clinique Darne' which was rechristened as 'Fortis Clinique Darne'. In January 2009, the company became a majority stake holder in Lalitha Healthcare Pvt Ltd, Bangalore consequent to conversion of preference capital and fresh infusion of equity capital and the subsidiary company was renamed as Fortis Hospital, Seshadripuram. In June 18, 2009, the company incorporated a wholly owned subsidiary viz. Fortis Hospitals Ltd. The a main objects the subsidiary includes purchase, lease or otherwise acquire, establish, maintain, operate, run, manage or administer hospitals, medicare, healthcare, diagnostic, health aids and research centre. In August 24, 2009, the company through a wholly owned subsidiary, Fortis Hospitals Ltd entered into a 'Business Transfer Agreement' with Wockhardt Hospitals Ltd for acquisition of 10 Hospitals (including two under construction) for an aggregate sum of Rs. 90,900 lakh. They completed the acquisition of 10 Hospitals (including 2 under construction) together with the acquisition of 10,250 equity shares of Kanishka Housing Development Company Ltd on December 17, 2009 from Wockhardt Hospitals Ltd, on a going concern basis. International Hospital Ltd, a wholly owned subsidiary of the company increased their shareholding from 49.86% to 50.02% in the equity share capital of Malar Hospitals Ltd (MHL) by purchase of 30,000 equity shares of MHL from open market, thereby making MHL as a subsidiary International Hospital Ltd with effect from October 01, 2009. In March 11, 2010, the company entered into a definite agreement with TPG Capital, one of the leading private investment firms for acquiring the 23.9% stake in Parkway Holdings Ltd, Singapore, one of the Asia's healthcare service provider. During the financial year 2012-13, Fortis Healthcare launched two new hospitals in India, one in Kangra, Himachal Pradesh and the other in Dehradun, Uttarakhand. In May 2013, the Issue Committee of the Board of Directors of Fortis Healthcare allotted 34,993,030 equity shares of the company at an issue price of Rs. 92 per equity share, aggregating to Rs. 3,219.4 million, under the institutional placement programme (IPP) undertaken by the company. During the month, Fortis Healthcare International Pte Ltd, a subsidiary of Fortis Healthcare Ltd divested its 64% stake in Dental Corporation Holdings Ltd (DC), Australia, to Bupa, for a consideration of Aus $ 276 million. In June 2013, the Issue Committee of the Board of Directors of the company allotted 18,833,700 equity shares of the company to International Finance Corporation, on a preferential basis, at an issue price of Rs. 99.09 per equity share, aggregating to Rs. 1,866.2 million. Further, in June 2013, the company allotted 550 Foreign Currency Convertible Bonds (FCCBs) of USD 100,000 each to International Finance Corporation (IFC), on a preferential basis, at an issue price of USD 100,000 per FCCB, aggregating to USD 55 million. With the allotment of FCCBs coupled with the preferential allotment of equity shares and its participation in the Institutional Placement Programme (IPP), International Finance Corporation has made a total investment of USD 100 million. In August 2013, the company successfully launched and concluded the issue of its FCCBs amounting USD 30 million, which was listed on Singapore Stock Exchange. The conversion price of the FCCBs is Rs. 99.09 per Equity Share of the company. In September 2013, the company issued 3.74 million equity shares to Standard Chartered Private Equity Limited, for an aggregate consideration of Rs. 37 crore, on a preferential basis. In October 2013, Fortis Healthcare Ltd sold its 100% stake in Altai Investments Limited, the holding company for Quality Healthcare (QH), Hong Kong, to Bupa, for USD 365 million. In March 2015, Fortis Healthcare announced the sale of its Singapore hospital to Concord Medical Services (International) Pte Ltd (CCM), for a consideration of SGD 55 million with the deal being consummated in April 2015. In line with its stated strategy to focus on India, Fortis Healthcare in Q1 of FY 2016 completed the last of its international divestments i.e. RadLink and Fortis Surgical Hospital in Singapore for a sale consideration of SGD 166 million in total. In Q2 FY16, Fortis Healthcare increased its equity stake in SRL Limited taking its stake to 56% from 53.9% previously. It acquired a 3.1% stake from Sabre Partners Trust, Spring Healthcare (P) Limited and Spring Healthcare India Trust. In September 2015, Fortis Healthcare launched La Femme, a comprehensive and distinctive boutique hospital for women offering a holistic range of medical services catering to all stages of a woman's life, at Richmond Road, Bengaluru. Fortis La Femme has been conceptualised keeping in mind contemporary women and the multiple roles they play. During Q3 FY16, Fortis Healthcare acquired a 100% equity stake in Religare Health Trust Trustee Manager Pte Ltd, [a company incorporated in Singapore that acts as Trustee Manager to Religare Health Trust (RHT), of which the company is Sponsor]. Since the majority of the assets owned by RHT are operated by Fortis and its subsidiary(ies), in order to have a more focused approach towards them strategically, it is decided to align the Trustee Manager (RHTTM) of RHT with the Sponsor of RHT. In February 2016, Fortis Healthcare's Board of Directors approved the acquisition of 51% economic rights in Fortis Hospotel Limited (FHTL), a subsidiary of the Religare Health Trust (RHT). The net investment consideration for the transaction is estimated to be approximately Rs. 740 Crore (net of receipt of dividend). As a result of the majority acquisition of FHTL, it will become a subsidiary of Fortis and hence be consolidated with Fortis. The transaction will result in lower service fees .i.e. net business trust fees that Fortis pays to the RHT thereby positively impacting its operating profitability (EBITDA). The company in August 2016 announced the demerger of its diagnostics business and has since received a number of the required regulatory clearances. It filed a Composite Scheme of Arrangement and Amalgamation (demerger of diagnostics business) with the National Company Law Tribunal (NCLT), Chandigarh and has subsequently got approval from all shareholders and creditors of Fortis Healthcare, SRL Limited and Fortis Malar. In October 2016, the company completed the acquisition of 51% economic interest in Fortis Hospotel Limited (FHTL) from RHT Health Trust; resulting in a significant reduction in net BT costs - down 19% during the year. During the financial year 2016-17, Fortis Healthcare issued shares in lieu of the conversion notice received by it from the FCCB holders for its USD 85 million equivalent bonds i.e. USD 30 million bonds listed on the SGX and USD 55 million bonds held by the International Finance Corporation (IFC). The resulting capital post this conversion stands at approx. 51.7 Crore equity shares (excluding outstanding ESOPs) with a face value of Rs 10 per share. Post the above conversions, there are no further outstanding FCCBs /other convertible instruments. Pursuant to the High Court judgement on the Promoters - Daichi Sankyo case, Mr Malvinder Mohan Singh, Executive Chairman and Dr Shivinder Mohan Singh, Non-Executive Vice Chairman have resigned from the Board. The resignation was accepted by the Board on 13 February 2018. On 27 March 2018, the Board of Directors of Fortis Healthcare (FHL) approved the demerger of its hospitals business (Fortis Hospitals) into Manipal Hospital Enterprises Private Limited. The Board has also approved sale of its 20% stake in SRL Limited (SRL) to Manipal Hospitals. The resultant entity Manipal Hospitals will be a publicly traded company listed on NSE and BSE. The remaining FHL will be an investment holding company with 36.6% stake in SRL. As part of the proposed transaction, Dr. Ranjan Pai and TPG will invest Rs 3900 crore into Manipal Hospitals. The funds will be utilized by Manipal Hospitals to finance the acquisition of 50.9% stake in SRL (20.0% from FHL and 30.9% from other investors for which discussions are currently underway). In addition, the investment will support the proposed acquisition of hospital assets owned by RHT Health Trust (RHT) and the growth of the hospitals and the diagnostics businesses. Manipal Hospitals, part of Manipal Education and Medical Group (MEMG), is owned by Dr. Ranjan Pai and has been backed by TPG, a leading global alternative asset firm and experienced healthcare investor, since 2015. It is the 4th largest hospital chain in the country with a strong presence in South India. On 17 April 2018, Fortis Healthcare received an unsolicited non-binding expression of interest from Fosun Health Holdings Limited, a wholly owned subsidiary of Fosun International Limited (Fosun International), a company listed on the Hong Kong Stock Exchange with a proposal of primary infusion at a price upto Rs 156/share, subject to due diligence to be completed within three weeks, upto a total investment of USD 350 million (including a preliminary investment of upto Rs 100 crore) and further subject to certain conditions as mentioned in the offer letter. On 19 April 2018, Fortis Healthcare received an unsolicited non-binding expression of interest from Radiant Life Care Private Limited with a proposal for making investment and/or re-structuring the company subject to certain conditions as mentioned in the offer letter. On 19 April 2018, Fortis Healthcare announced that the company has received binding offers from Manipal/TPG consortium and Munjal & Burman family offices and has also received non-binding expression of interests from IHH Healthcare Berhad and Fosun Health Holdings Limited. The Board of Directors of Fortis Healthcare Limited have approved the appointment of an expert advisory committee to evaluate binding offers. The Board has over the last many months been involved in deliberations for a potential transaction with the objective of partnering with strong players that would help the company strategically and financially and towards this end has engaged with several potential investors before entering into a transaction with Manipal/TPG consortium on 27 March 2018. In exercise of its fiduciary duties, the Board has decided to evaluate the binding offers and has appointed an advisory committee and also directed Standard Chartered Bank (SCB) to assist the committee. The Board of Directors of Fortis Healthcare at its meeting held on 10 May 2018 decided by majority to recommend the binding offer of the Hero and Burman consortium. The entire exercise involved a process that witnessed deliberation and recommendation by an Independent Expert Advisory Committee (EAC) comprising Mr Deepak Kapoor, Former Chairman of PWC (India) and Mr Lalit Bhasin, Chairman of the Indian Society of Law Firms along with two reputed financial advisors i.e. Standard Chartered Bank and Arpwood Capital and Cyril Amarchand Mangaldas who were the legal advisors. The Board of Directors of Fortis Healthcare Limited received a letter from Hero Enterprise Investment Office and the Burman Family Office (Munjal-Burman Consortium) on 28 May 2018 enabling the Board to initiate a fresh bidding process. As a result, Munjal-Burman Consortium's offer accepted by the Board on 10 May 2018 stands mutually terminated and the Board in its meeting held on 29 May 2018 decided to initiate a fresh, time-bound process to optimize the company's and shareholders' short and long term interests (Process). Based on the suitability of the offers evaluated earlier, the Board decided to invite 3 (three) of the bidders namely Munjal-Burman Consortium, TPG-Manipal Consortium, and IHH Healthcare Berhad (Invited Bidders) to participate in the Process no later than 5 p.m. IST on 31 May 2018. Other interested parties (Other Bidders) were also invited to submit an Expression of Interest (EOI) no later than 5 p.m. IST on 31 May 2018. On 30 May 2018, Fortis Healthcare International Limited, a wholly owned subsidiary of Fortis Healthcare Limited, sold off 18.2 million units of RHT Health Trust, an associate of the company. The Board of Directors of Fortis Healthcare at its meeting held on 13 June 2018 approved withdrawal of Composite Scheme of Arrangement and Amalgamation between the Company, Fortis Malar Hospitals Limited (FMHL), SRL Limited (SRL) and their respective shareholders and creditors. During 2019, Fortis completed the RHT Health Trust transaction in January 2019. With this deal, the Company acquired the entire portfolio of the India assets held by RHT Health Trust, comprising 12 clinical establishments, 2 operating hospitals, 1 clinical establishment under construction as well as 4 greenfield clinical establishments. It launched a State-of-the-art Cancer Institute at Fortis BG Road, a dialysis centre at Fortis Vasant Kunj, inaugurated the department of Physiotherapy at FEHI, a next generation Cath Lab and a comprehensive Mother & Child Care wing at Fortis Faridabad and a day care wing at Fortis Noida. During the year 2019-20, Fortis Healthcare International Limited (FHIL) a wholly owned subsidiary of the Company has consummated sale of the entire shareholding representing 28.89% of the total issued and paid up capital, held by FHIL in The Medical and Surgical Centre Limited on July 8, 2019. In October 2020, the Company commissioned a 250 bedded multispecialty facility at Arcot Road, Chennai. In March 2021, the Company launched a Sports Injury Speciality Clinic, to treat sports or exercise related injuries and conditions. In January 2021, an Endoscopy Unit was inaugurated at Fortis Hospital, Bannerghatta Road, Bengaluru, giving a major ?llip to hospital's Medical Gastroenterology Department. As of March 31, 2020, the Company had a network of 36 healthcare facilities (including projects under development) in India and abroad with approximately 4,000 operational beds including beds under the O&M model. As of March 31, 2021, the Company had a network of 27 healthcare facilities in India with approximately 4,100 operational beds including beds under the O&M model. During the course of FY 2020-21, Company launched new medical programmes and clinical services at its various facilities across the country. A Home Isolation Support Programme for COVID -19 positive patients was launched by Forits Memorial Research Institute (FMRI) Gurugram, Fortis Anandapur, Kolkata, launched the city's only Dual Source Dual Energy Somatom Drive CT scanner, which is 24 times faster than any other CT scan machine. Fortis Hospital, Mulund, introduced Central Mumbai's ?rst Tesla Advanced Biomatrix MRI to ramp up the Radiology offerings. Fortis Hospital, BG Road, Bengaluru installed the ?rst state of the art Biplane Cath lab in the State of Karnataka which will provide advanced care for neurovascular disorders. During the year 2021-22, Sunrise Medicare Private Limited was struck-off from Ministry of Corporate Affairs on August 17, 2021. SRL Limited, subsidiary company, has acquired balance 50% stake in joint venture DDRC SRL Diagnostics Private Limited (DDRC SRL) in terms of Share Purchase Agreement dated March 24, 2021 and thereby DDRC SRL became a stepdown subsidiary of the Company effective on April 5, 2021. As of March 31, 2022, the Company had a network of 26 healthcare facilities in India with approximately 4,300 operational beds including beds under the O&M model. During the year 2021-22, the Company operationalised 127 new beds across units including Vadapalani, Shalimar Bagh, Jaipur, Ludhiana and Amritsar. During the year 2022-23, Company strengthened its prime medical programs in key facilities across India with addition of several eminent clinicians in Cardiac Sciences, Oncology, Neuro-Sciences, Gastroenterology and Orthopedics. During the year 2023, a Hepatology Clinic was launched at Fortis Escorts, Okhla, New Delhi. A High Dose Radiolodine Therapy Isolation Ward and a Preventive Oncology Department came up at Fortis BG Road, Bengaluru. A Lung Transplant Clinic and Pulmonary Medicine Unit was launched at Fortis Escorts, Jaipur, whilst the Fortis Institute of Blood Disorders was commissioned at Fortis Hospital, Mulund. In 2023, the Company acquired a 350-bedded hospital in Manesar, Gurugram. A SOMATOM Drive with Dual Source Technology CT, Mako Robotic Technology for joint replacements, Urology BK Fusion Ultrasound, O-arm surgical imaging system and a high-end Cath Lab were introduced at Fortis BG Road, Bengaluru. CT Simulator Machine for management of Cancer patients was commissioned at Fortis Memorial, Gurugram, while two Heart Lung Machines were acquired for Fortis Escorts, Okhla. Fortis Amritsar received a Stealth StationTM S8 Surgical Navigation System for neurosurgeries while Fortis Shalimar Bagh, New Delhi, acquired a DaVinci Xi robotic System. A 128-slice CT scanner was operationalised at Hiranandani Hospital, Vashi - A Fortis Network Hospital. It launched a 200-bedded multi-specialty hospital in Greater Noida. Further a 12 bedded chemotherapy, Cancer Daycare Centre, was launched at Defence Colony, New Delhi. Fortis Medical Centre was opened in Srinagar, Jammu & Kashmir during March 2023. Fortis Hospitals Limited (FHsL), International Hospital Limited (IHL), Fortis Hospotel Limited (FHTL) and Agilus Diagnostics Limited are considered as Material Subsidiaries as on April 01, 2023.