HCG Independent Directors Recommend Open Offer by Hector Asia Holdings

The Committee of Independent Directors (IDC) of HealthCare Global Enterprises Limited (HCG) has recommended that public shareholders evaluate the open offer made by Hector Asia Holdings II Pte. Ltd., along with Hector Asia Holdings I Pte. Ltd., KKR Asia IV Fund Investments Pte. Ltd., and KIA EBT II Scheme 1, collectively known as the Acquirer and PACs. The open offer is for the acquisition of up to 3,70,90,327 equity shares at a price of ₹504.41 per share, totaling ₹1870.87 crore, payable in cash.

Open Offer DetailsParticulars

Details

Offer Price Per Equity Share

₹504.41Total Consideration

₹1870.87 croreNumber of Shares Offered

3,70,90,327Percentage of Expanded Voting Share Capital

26.00%

Open Offer DetailsThe open offer is being made under Regulations 3(1), 4, and other applicable regulations of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, for acquiring up to 3,70,90,327 fully paid-up equity shares of HealthCare Global Enterprises Limited. These shares represent 26.00% of the expanded voting share capital. The offer price is ₹504.41 per equity share, aggregating to a total consideration of ₹1870.87 crore, payable in cash.The offer documents, including the public announcement dated February 23, 2025, the detailed public statement dated March 1, 2025, the draft letter of offer dated March 10, 2025, and the letter of offer dated July 10, 2025, have been issued by Kotak Mahindra Capital Company Limited, the Manager to the Open Offer, on behalf of the Acquirer and PACs.Recommendation RationaleThe IDC considered several factors in making its recommendation:

• The equity shares of HealthCare Global Enterprises Limited are frequently traded, as defined under Regulation 2(1)(j) of the SEBI SAST Regulations.
• The volume-weighted average market price per equity share for the 60 trading days preceding the date of the public announcement (PA) on the National Stock Exchange of India Limited (NSE) is ₹504.41.
• The highest negotiated price per equity share for any acquisition under an agreement attracting the obligation to make a PA of an Open Offer is ₹445, as per the share purchase agreement dated February 23, 2025, and the supplementary agreement dated May 30, 2025.

Based on these factors, the IDC has opined that the offer price of ₹504.41 per equity share is in compliance with the SEBI SAST Regulations and is fair and reasonable.Committee Composition and ObservationsThe Committee of Independent Directors includes:

• Mr. Pradip M Kanakia (Chairperson)
• Ms. Geeta Mathur (Member)
• Mr. Rajagopalan Raghavan (Member)
• Mr. Rajiv Maliwal (Member)

All members of the IDC were present at the meeting and unanimously approved the recommendations. None of the IDC members hold any equity shares or other securities in HCG, nor do they have any contracts or relationships with the Acquirer or PACs, except for their roles as directors on the board of the Target Company and as members/chairpersons of the board committees.Additional InformationThe recommendation statement will be available on the company's website at www.hcgoncology.com. The Public Shareholders are advised to independently evaluate the Open Offer and make an informed decision on whether or not to tender their shares in the Open Offer.