2019

Hapvida Acquisition of Grupo São Francisco The largest Brazilian M&A transaction involving national health insurance operators

Hapvida's financial advisor on the acquisition of the São Francisco Group.

GSF shareholders will receive R $ 4.750 million in cash + R $ 250 million in Hapvida shares. The transaction creates the largest national health insurance operator.

Transaction Structure

Hapvida Participações e Investimentos S.A. has entered into an agreement to acquire 100% of the shares GSFRP Participações S.A, the holding company of the companies that make up the São Francisco Group.

The transaction valued the São Francisco Group at R $ 5 billion, to be paid on the closing date through:

Cash disbursement of R $ 4,750,000,000.00, of which (i) R $ 2.75 billion in cash available from Hapvida, with R $ 200 million paid as down payment, and (ii) R $ 2.0 billion financed through debt issuance.

Issuance of R $ 250,000,000.00 in HAPV3 shares at a price of R $ 30.00 / share, ensuring GSF shareholders a 1.2% (2) stake in the combined company.

Transaction Highlights

Creation of the largest national health plan operator, with more than 5.8 million beneficiaries throughout the national territory.

Combined operation with national scope and absolute complementarity, without intersection of beneficiaries in the regions.

Estimated annual synergies of over R $ 175 million.

Largest transaction involving two Brazilian health insurance companies.