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Extraordinary General Meeting in Capio AB (publ)

Ein Business-Meeting (Symbolbild). © gilaxia / E+ / Getty Images

PR Newswire

GOTHENBURG, Sweden, Sept. 25, 2018

GOTHENBURG, Sweden, Sept. 25, 2018 /PRNewswire/ -- The shareholders of Capio AB are hereby invited to attend the Extraordinary General Meeting (the "Meeting") for the primary purpose of resolving on an approval of the proposed sale of Capio Santé SA. The Meeting will be held at Mannheimer Swartling Advokatbyrå, Östra Hamngatan 16, 403 14 Gothenburg, at 4:00 p.m. CEST on Thursday 18 October 2018. Registration will commence from 3:30 p.m. CEST.

A. RIGHT TO PARTICIPATE IN THE EXTRAORDINARY GENERAL MEETING

Shareholders who wish to participate in the Meeting must:

firstly, be registered in the share register maintained by Euroclear Sweden AB no later than Friday 12 October 2018, and

secondly, notify the company of their intention to attend the Meeting under the address Capio AB, c/o Euroclear Sweden, "Extraordinary General Meeting", P.O. Box 191, SE-101 23 Stockholm, by calling +46-8-402-91-36, weekdays between 9:00 a.m. and 4:00 p.m., or at the website www.capio.com no later than Friday 12 October 2018.

In connection with the notification, shareholders must state their name, address, telephone number (daytime), personal or corporate identity number and information concerning their shareholding. Shareholders or proxies for shareholders at the Meeting may bring a maximum of two assistants with them to the Meeting. Assistants may accompany the shareholder to the Meeting only if the shareholder gives notice of their attendance in conjunction with its own notification of participation in accordance with the above. For shareholders who will be represented by proxy at the Meeting, the original version of a signed and dated power of attorney must be enclosed with the notification. A form for the power of attorney is available on the company's website, www.capio.com and will be sent by mail on request to shareholders who state their address. For those representing a legal entity, a verified copy of the registration certificate or corresponding document showing the company's signatories must also be submitted.

In order to be entitled to participate in the Meeting, shareholders whose shareholding is registered in the name of a nominee must re-register their shares in their own name at Euroclear Sweden AB. Shareholders who require such re-registration should notify their nominee well in advance of 12 Friday October 2018, when such re-registration must have been completed.

ARIVA.DE Börsen-Geflüster

Kurse

CAPIO AB (PUBL.)

0,00%

B. AGENDA OF THE MEETING

Proposal for agenda

Opening of the Meeting.
Election of Chairman of the Meeting.
Preparation and approval of the list of shareholders entitled to vote at the Meeting.
Approval of the agenda.
Election of one or two persons to approve the minutes of the Meeting.
Determination of whether the Meeting has been duly convened.
Resolution on approval of the proposed sale of Capio Santé SA.
Resolution on extra fees to the Chairman of the Response Committee Michael Wolf and to the Chairman of the Finance and Audit Committee Gunilla Rudebjer.
Closing of the Meeting.

Proposal regarding the approval of the proposed sale of Capio Santé SA (Item 7)

General

On 21 August 2018 Capio AB ("Capio") announced that Capio Group Services AB ("Capio Group Services") and Vivalto Santé Holding ("Vivalto") had entered into exclusivity regarding the proposed sale of Capio Santé SA and its subsidiaries ("Capio France") to Vivalto (the "Transaction"). As described in the announcement, finalisation of the Transaction was, in addition to the approval by the Capio shareholders at an extraordinary general meeting, subject to the following conditions:

(a) Vivalto's right to terminate the Transaction on the basis of the outcome of a confirmatory due diligence of Capio France by Vivalto; and

(b) approval of relevant regulatory authorities.

Vivalto has since waived its right to terminate the Transaction on the basis of the due diligence and, as a result, the condition in (a) above is no longer applicable, and the only outstanding condition, other than the approval by the Capio shareholders, is the approval of relevant regulatory authorities, which is further described in section Regulatory Approval below.

As mentioned in the announcement, an employee consultation process must be completed before Capio deciding to enter into a share purchase agreement (the "Agreement") in relation to the Transaction. The consultation process is estimated to be finalised on 10 October 2018.

In light of the above, the Board of Directors hereby unanimously proposes that the Meeting approves the Transaction on the principal terms and conditions described below.

Summary of background and reasons for the Transaction

As part of its normal course of business, Capio continuously evaluates different alternatives to drive growth and create shareholder value. As part of this evaluation, and in response to approaches from potential buyers, Capio, during the course of spring and summer 2018, engaged in discussions with multiple buyers concerning a sale of the group's non-Nordic operations. The competitiveness of this process enabled Capio to unlock a compelling value for the French business.

Under the Transaction, the Board believes Capio would secure an attractive price for the company's French operations, whilst allowing Capio to accelerate its focus on its less capital intensive Nordic operations, building on current leadership positions and proven track record of growth in markets underpinned by robust fundamentals.

As communicated on 21 August 2018, Capio continues to assess alternatives for its German operations. Following this announcement, Capio has been approached by multiple parties expressing interest in its German operations. Management has put in place a recovery plan which is expected to deliver a significant improvement in performance going forward, starting to materialise in the fourth quarter 2018 and continue into 2019. More details regarding the timing of a sale process will be provided in due course.

Capio focused on the Nordics

The following financial summary for Capio Nordic has been extracted from Capio's audited financial statements for the years 2015, 2016 and 2017 and unaudited financial statements for the RTM period ending 30 June 2018

Nordic (MSEK)	2015A	2016A	2017A	RTM (H1 - 18
Net Sales	7 243	7 584	8 695	9 050
Organic sales growth (%)*	4,6%	3,8%	4,1%	3,8%
Total sales growth (%)*	3,9%	4,7%	14,6%	11,8%

EBITDA*	458	522	632	663
% Margin*	6,3%	6,9%	7,3%	7,3%

EBITA*	316	371	459	480
% Margin*	4,4%	4,9%	5,3%	5,3%

Capital Employed*	2 778	2 932	3 509	3 732
% Return on Capital Employed*	11,4%	12,7%	13,1%	12,9%

Net capex*	135	168	180	184
In % of net sales*	1,9%	2,2%	2,1%	2,0%

* Alternative Performance Measure (non-IFRS measure). For additional information, please refer to Capio's Interim Report January – June 2018 (note 9 on page 25pp and definitions on page 34), /mbpublicbinaryproxy/Main/277/2578743/881153.pdf, and Capio's annual report 2017 (note 36 on page 111 and definitions on page 126), https://capio.com/siteassets/capio.com/investors/reports/capio-annualreport20171.pdf.

Capio's leadership positions in the Nordics have supported a track record of strong performance since Capio's IPO in 2015. The operating margins of Capio's operations in the Nordics have steadily improved, with the EBITA margin having increased from 4.4% to 5.3% between 2015 and 2017, supported by a focus on KPIs and efficiency metrics. Management expects further improvements of operating margins as a result of overhead savings from a more concentrated geographical focus, procurement savings, increased productivity gains from digitalisation, increasing specialisation and coordination between the Nordic countries. The low capital requirement of Capio's (largely outpatient) Nordics business results in significantly lower capex requirements vs. in France and Germany, implying a more attractive cash conversion profile for Capio Nordics. Furthermore Return on Capital Employed in Capio's Nordics business (13.1% in 2017) is significantly higher than in France (5.1%) and Germany (5.5%).

After the proposed divestment of Capio France, Capio will be focused on the attractive Nordic markets and its less capital intensive operations there. In Sweden, Capio is the largest private healthcare operator, offering healthcare across more than 100 primary care centres and a broad network of somatic and psychiatric specialist care centres, including services within e.g. orthopaedics, geriatric care, ophthalmology, ear-nose-throat, gynaecology, and psychiatry, two local hospitals and the flagship Capio St Göran's Hospital. In Norway and Denmark, Capio offers primary and specialist care with a nationwide presence in both countries.

The Nordic market provides clear opportunities for continued good organic growth. Capio's specialised businesses and nationwide presence allow the company to rapidly expand tailor-made patient offerings and coherent care chains across the Nordic countries. Capio is at the forefront in driving digitalisation in healthcare with its combined digital and physical platform, launched in Sweden and with Norway to follow. Integration across all primary care centres has the potential to free up significant capacity, increasing availability for patients with little change to the cost base, helping to attract new patients and reduce churn. Over time, Capio aims to move 1 out of 5 visits to the digital channel. The digital market in Sweden is currently growing at a rate of +100% p.a. and Capio is well positioned to capture growth in this rapidly growing segment. Capio's combination of digital and physical healthcare constitutes a unique patient offering and will transform healthcare provision in Sweden and the Nordics both in terms of availability for patients and staff productivity. Capio has more than 100 physical primary care centres and the number of Swedes listed at a Capio centre is now close to 900,000. This means that Capio has a recurring base of listed patients of about 9% of the Swedish population as its platform for digital and physical services. In addition there are substantial growth opportunities through further consolidation of the fragmented Nordic market with a strengthened balance sheet.

Capio is preparing for a closer coordination of the businesses in Sweden, Norway and Denmark to accelerate growth and streamline offerings both from a medical and operational efficiency perspective, including savings in overhead costs and procurement over the coming two years. The step-wise implementation of this Nordic cooperation, based on specialisation, will start in Q1 2019.

Supported by the factors set out above and building off a strong financial track record, the Board of Capio is very confident regarding the prospects of the business, both in the short term and beyond.

About Capio France

Capio France has a strong national presence in seven healthcare regions, including the rapidly growing areas around Paris, Lyon and Toulouse. The segment's 22 hospitals and specialist clinics provide a wide range of treatments, primarily within medicine, surgery and obstetrics. For the rolling twelve month period ending 30 June 2018, Capio France's approximately 5,400 employees (average FTE) provided healthcare services across 645,000 outpatient visits and 130,000 inpatient visits respectively, generating net sales of MSEK 5,602 representing 35% of the total group net sales. The EBITDA for the same period was MSEK 479, representing 43% of the total group EBITDA and the EBITA was MSEK 227, representing 36% of total group EBITA. The capital employed of Capio France was MSEK 4,758 as at 30 June 2018, representing 48% of total group capital employed.

The following financial summary for Capio France has been extracted from Capio's audited financial statements for the years 2015, 2016 and 2017 and unaudited financial statements for the RTM period ending 30 June 2018.

France (MSEK)

2015A

2016A

2017A

RTM (H1 - 18)

Net Sales

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