Prasit Patana Public Company Limited the Offeror
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(Translation) This English translation has been prepared solely for the convenience of foreign shareholders of Prasit Pattana Public Company Limited. The Thai language version is the definitive and official document to this report and shall prevail in all respects in the event of any inconsistency with this English translation. Opinion of the Company on the Tender Offer for Delisting Purpose (“Form 250-2”) of Prasit Patana Public Company Limited The Offeror: Bangkok Dusit Medical Services Public Company Limited The Independent Financial Advisor of Securities Holders: Sage Capital Limited February 20, 2012 Prasit Patana Public Company Limited (Translation) From 250-2 Contents Page 1. The status of the Company in respect of past and projected operating results and the 3 assumptions used for projection 1.1 Profile of the Company 3 1.2 Revenue structure 6 1.3 Industry overview 6 1.4 Registered capital and issued and paid-up capital 8 1.5 Shareholder structure 8 1.6 Board of Directors 8 1.7 Highlights of financial position and operating results 9 2. Opinion on the accuracy of the Company’s information contained in the tender offer 21 statement 3. Any relationship or agreement between the Company’s director/s, whether on 21 his/her/their own behalf or in his/her/their capacity as the Company’s director/s or as the Offeror’s representative/s, and the Offeror, including the shareholding by the Company’s director/s in the Offeror’s juristic entity and any contract or agreement made or to be made between them (in matters such as administration, etc.) 3.1 Any relationship or agreement between the Company’s director/s and the 21 Offeror 3.2 Shareholding by the Company’s director/s in the Offeror’s juristic entity 21 3.3 Mutual agreements or contracts 22 3.4 Related party transactions 22 3.5 Management structure after the tender offer 23 4. Opinion of the Company’s Board of Directors to the securities holders 23 4.1 Reasons to accept and/or reject the tender offer 23 4.2 Opinion and reasons of the individual directors and the number of shares held 24 by them 4.3 Benefits or impacts from the plans and policies indicated by the Offeror in the 24 tender offer and the viability of such plans and policies 4.4 Additional opinion of the Company’s Board of Directors 26 4.5 Others 28 5. Opinion of the Independent Financial Advisor on the offering price 29 5.1 Reasonableness of the offering price 29 Opinion of the Company on the tender offer for the Company’s securities Page i Prasit Patana Public Company Limited Form 250-2 5.2 Reasons to accept and/or reject the tender offer 77 5.3 Benefits or impacts from the plans and policies indicated by the Offeror in the 79 tender offer and viability of such plans and policies 5.4 Benefits to and impacts on the shareholders who reject the tender offer (in 81 case of a tender offer for delisting in accordance with the SET’s rules) 5.5 Conclusion of the IFA’s opinion 81 Opinion of the Company on the tender offer for the Company’s securities Page ii Prasit Patana Public Company Limited (Translation) Form 250-2 Form 250-2 Opinion of the Company on the Tender Offer for Securities February 20, 2012 To Securities Holders of Prasit Patana Plc. On February 6, 2012, Prasit Patana Plc. (hereinafter referred to as “PYT” or “the Company”) received a copy of the tender offer to purchase the securities of the Company (“Form 247-4”) from Bangkok Dusit Medical Services Plc. (“BGH” or “the Offeror”), the details of which are as follows: No. of securities offered to No. of securities offered to purchase purchase as % of Offer price 1/ Type of securities Shares/Units Voting rights Total securities sold Total voting per unit Value of tender of the Company rights of the (Baht) offer Company (Baht) Ordinary shares 66,871,513 66,871,513 2.86 2.86 4.57 305,602,814.41 Preferred shares - - - - - - Warrants - - - - - - Convertible - - - - - - debentures Other securities (if - - - - - - any) Total 2.86 Total 305,602,814.41 Note: 1/ An offeree is subject to a tender offer agent fee at 0.25% of the offer price, plus the value-added tax of 7% of the tender offer agent fee. Therefore, the net offer price to be received by the offeree will be Baht 4.557775 for each ordinary share. The tender offer period totals 45 business days from February 7, 2012 to April 11, 2012 from 9.00 a.m. to 4.30 p.m. of every business day of the Tender Offer Agent (the offerees can submit the Tender Offer Acceptance Form at (1) Maybank Kim Eng Securities (Thailand) Plc. or any of its branch offices across the country on any business day between February 7, 2012 and April 11, 2012; and (2) Phyathai 2 Hospital on any business day during February 7 - 20, 2012 and March 28 - April 11, 2012 ). Such offer price is the final offer which shall not be changed and such tender offer period is the final period which shall not be extended, unless the following conditions arise: Opinion of the Company on the tender offer for the Company’s securities Page 1 Prasit Patana Public Company Limited (Translation) Form 250-2 - The Offeror may reduce the offer price or extend the tender offer period if there occurs any event or action which causes a severe damage to the financial status or assets of the Company before the end of the tender offer period; or - The Offeror may change the offer or extend the tender offer period to compete with another offeror who has submitted a separate tender offer for the same securities of the Company before the end of the tender offer period. Moreover, the Offeror may cancel the tender offer upon the occurrence of any of the following events: - An occurrence of any event and/or action after the tender offer document has been submitted to the Office of the Securities and Exchange Commission (“SEC”) and before the end of the tender offer period which causes or may cause a severe damage to the status or assets of the Company, where such event and/or action does not result from an act of the Offeror or an act for which the Offeror must be liable; or - Any act performed by the Company after the tender offer document has been submitted by the Offeror to the SEC and before the end of the tender offer period which has caused a material decrease in value of the ordinary shares of the Company; or - Any act performed by the Company which will likely have an effect on the tender offer as defined in the Notification of the Capital Market Supervisory Board No. TorChor. 14/2554 Re: An act or omission which will affect a tender offer for securities of a business. The Company has considered the tender offer under Form 247-4 dated February 6, 2012, with due regard paid to the interest of the securities holders, and would like to render our opinion as follows: Opinion of the Company on the tender offer for the Company’s securities Page 2 Prasit Patana Public Company Limited (Translation) Form 250-2 1. The status of the Company in respect of historical and expected operating results and the assumptions applied for projection 1.1 Profile of the Company 1.1.1 Background Prasit Patana Plc., hereinafter referred to as “PYT” or “the Company,” was incorporated on January 14, 1974 with a registered capital of Baht 10.00 million, and started commercial operation on July 30, 1976. It was converted to a public limited company on June 18, 1992 and was listed on the Stock Exchange of Thailand (“SET”) on November 29, 1993. Its current registered capital stood at Baht 2,732.05 million, with a paid-up capital of Baht 2,341.27 million divided into 2,341.27 million ordinary shares with a par value of Baht 1.00 per share. PYT was established as a holding company investing primarily in private hospital business under the name “Phyathai Hospital,” consisting of four facilities, namely Phyathai 1, 2 and 3 Hospitals and Phyathai Sriracha Hospital. The Company has also made long-term investments in other fields of business, as illustrated in the chart below: 1.1.2 Shareholding structure of PYT and its subsidiaries Prasit Patana Plc. Ordinary = 97.75% 99.99% 99.09% Preferred =100.00% 64.64% Phyathai 1 Hospital Phyathai 2 Hospital Phyathai 3 Hospital Sriracha Nakorn Co., Ltd. Co., Ltd. Co., Ltd. General Hospital Plc. 1/ 10.00% Udon Pattana (1994) Co., Ltd. 89.79% Phyathai 4 Hospital Co., Ltd.2/ 6.15% Phuket International Hospital 19.08% Phuket Hospital Plc.3/ Co., Ltd. 20.00% 6/ 13.33% 72.26% 4/ Prasitrat Co., Ltd. Phuket Paradise Co., Ltd. 5/ 63.64% Phyathai Herb Co., Ltd.7/ 89.66% Klass-V Co., Ltd. Opinion of the Company on the tender offer for the Company’s securities Page 3 Prasit Patana Public Company Limited (Translation) Form 250-2 Note: 1/ PYT in July 2010 increased its shareholding in Sriracha Nakorn General Hospital Plc. (PYTS) from 47.22% to 50.72%, thereby giving it a control authority in PYTS and leading PYTS to change from an associated company to a subsidiary of PYT. With additional share acquisitions, the Company’s shareholding in PYTS as of end-December 2011 rose to 64.64%. 2/ Under a court ruling, Phyathai 4 Hospital Co., Ltd.