CALL TO EXPRESS INTEREST

CONGREGAZIONE DELLE ANCELLE DELLA DIVINA PROVVIDENZA
(Congregation of the handmaidens of divine providence)

IN EXTRAORDINARY ADMINISTRATION

* * *

Invitation to express interest in acquiring the business or the business units
owned by the Congregation

Background

-        Congregazione Ancelle della Divina Provvidenza, of Via Giovanni Bovio 78, Bisceglie (in the province of Barletta-Andria-Trani), Italy (the “Congregation”) operates in the health sector and owns hospitals in the municipalities of Bisceglie, Foggia and Potenza.

-        By order of the Minister of Economic Development issued on 19–20 December 2013, the Congregation entered extraordinary administration under article 2(2) of Decree-Law no. 347/2003. The Minister appointed Mr Bartolomeo Cozzoli as Special Administrator.

-        With judgment no. 5 of 21 January 2014 given in chambers, the Civil Division of the Court of Trani, by reason of article 4 of Decree-Law no. 347/2003, declared the Congregation insolvent and appointed Mr Alfonso Pappalardo as Official Receiver.

-        With a ruling of 17 June 2014, the Minister of Economic Development postponed the deadline for submission of the Congregation’s Plan for 90 days, as requested, from 19 June 2014.

-        After the extraordinary administration procedure was initiated, the Special Administrator took full charge of running the business and of administering the insolvent enterprise’s assets. He made an in-depth investigation in particular of the Congregation’s ordinary operations, its economic and financial prospects, the opportunities and problems in the sector in which it operates, and its dealings with third parties, with the management structure, and with the operational staff.As a result of this investigation, the Special Administrator has formed the view that the transfer of the business complexes is the only viable option for achieving the “aims of preserving the production assets” of the Congregation and hence restoring the organisation to a sound economic footing in practical terms.Thus, on 16 September 2014, the Special Administrator submitted a transfer plan to the Ministry of Economic Development under article 27(2a) of Legislative Decree no. 270/1999 (the “Plan”).

-        On 13 February 2015, the Ministry of Economic Development issued an order authorising the implementation of the Plan.

-        The Special Administrator therefore intends, in accordance with the methods, terms and conditions set out in the Plan and in the bidding conditions, to transfer the business complexes owned by the Congregation, as described in detail below (the “Business Complexes”).

In light of all the above, to execute the Plan approved by the Ministry of Economic Development, expressions of interest are invited in purchasing the following Business Complexes, en bloc or individually, owned by the Congregation, including taking over the existing contractual relationships:

Bisceglie site

(i)               Orthopsychiatric institute and Unit for disabled patients and disabled geriatric patients (area for the remaining psychiatric patients not discharged into the community under Laws no. 180 and 833) – 528 patients at 31 March 2015 (area being wound down);
(ii)              30 acute neurology, cardiology and pneumology beds;
(iii)             70 intensive-rehabilitation beds (code 56);
(iv)             60 rehabilitation beds for Alzheimer’s and related dementia patients;
(v)              240 nursing-home beds for geriatric and disabled patients: 20 currently provided under an agreement with the provincial healthcare authority (ASL BAT), 70 authorised for use and officially accredited, 100 inspected and approved by ASL BAT and awaiting authorisation, and 50 subject to structural provisos;
(vi)             Rehabilitation facilities under article 26: some residential (70 beds, including 20 for post-acute intensive-rehabilitation therapy), some clinic-based (10 treatments/day) and some home-based (75 treatments/day);
(vii)            20 palliative-care hospice beds.

Foggia site

(i)                Orthopsychiatric institute and Unit for disabled and disabled geriatric patients (area for the remaining psychiatric patients not discharged into the community under Laws no. 180 and 833) – 241 patients at 31 March 2015 (area being wound down);
(ii)               30 acute neurology, cardiology and pneumology beds;
(iii)              50 intensive-rehabilitation beds (code 56);
(iv)              60 rehabilitation beds for Alzheimer’s and related dementia patients;
(v)               240 geriatric and disabled nursing-home beds, currently including 20 for Alzheimer’s and 100 for geriatric patients;
(vi)              Rehabilitation centres under article 26: some residential (40 beds), some semi-residential (40 treatments), some clinic-based (40 treatments/day) and some home-based (25 treatments/day);
(vii)             12 palliative-care hospice beds.

Potenza site

(i)                273 beds at the health and social rehabilitation centre (CSSR);
(ii)               Nursing home for disabled residual mental-health inpatients – 21 patients at 31 March 2015 (area being wound down);
(iii)              24 intensive-rehabilitation beds (code 56);
(iv)              16 intensive-rehabilitation beds (code 60);
(v)               24 Alzheimer’s unit beds;
(vi)              72 geriatric and disabled nursing-home beds;
(vii)             24 adult dementia nursing-home beds;

all described in more detail in the Plan.

Expressions of interest may be submitted by individuals or organisations, from Italy or abroad, that under the law of their respective country meet the following requirements, where applicable:(i) they are not in liquidation;(ii) they are not subject, according to their country’s law, to insolvency proceedings or to any other procedure that implies insolvency, serious difficulties, closing down, or compulsory administration;(iii) they have not been debarred from contracting with the public administration under their respective countries’ laws.

Expressions of interest cannot be submitted for unnamed parties, by agents or on behalf of third parties.Parties that are associated with, that are controlled by or that control another company participating in this procedure cannot participate.

The means and conditions for submitting a binding offer to acquire the above Business Complexes, en bloc or individually, (the “Binding Offer”) will be stated in the bidding conditions. The Special Administrator will send the bidding conditions to all parties from which he has received, by the fixed deadline stated below, an expression of interest in acquiring the Business Complexes en bloc or individually (the “Interested Parties”).

With a view to maintaining the existing operational and commercial synergies and, with them, business continuity, preference will be given to bids for the transfer en bloc of the Business Complexes owned by the Congregation.Nevertheless, this preference cannot result in significant detriment to the interest of the bulk of the creditors in maximising the proceeds. Therefore, even if the Special Administrator receives one or more binding offers for all the Business Complexes, then, as long as the conditions to be stated in the bidding conditions are met and the Ministry of Economic Development specifically approves, the Special Administrator may transfer the Congregation’s Business Complexes (Bisceglie and/or Foggia and/or Potenza) separately.

Interested Parties must send their expression of interest in writing, in Italian or English, “confidentially” and for the Special Administrator’s attention, marked “Manifestazione di Interesse in relazione alla vendita del Complesso Aziendale” (Expression of interest in the sale of the business complex), via registered post with recorded delivery, to reach the office of notary Pietro Acquaviva at Via Alcide de Gasperi 21, 76011 Bisceglie (BT), Italy, by 12 noon (Italian time) on 10 October 2015, enclosing the documents and declarations stated below.

The expression of interest must be signed by the Interested Party’s legal representative or by a duly authorised representative and must specifically state the Business Complexes to which it refers.

The expression of interest must be accompanied by the following declarations and documents in Italian or English, for information purposes:

(a)          a self-certification of the Interested Party’s full identification details plus an outline of its management structure, including the top levels, and, if the Interested Party is a listed company on the stock market, a list of the ten largest shareholders;
(b)          a copy of the Interested Party’s current memorandum and articles of association;
(c)           for an Interested Party registered on the Companies Register, the Interested Party’s Companies Register certificate, confirming that the key company roles are still current, naming the directors and stating their powers, naming any auditors, and including the “nulla osta antimafia” (anti-mafia clearance, or other equivalent document if the Interested Party is foreign);
(d)          a short profile of the Interested Party’s activities and of the group to which it belongs and/or its parent company, if any, including the main operating and cash-flow figures, highlighting in particular any activities performed in one or more of the sectors in which the Congregation directly or indirectly operates;
(e)           a copy of the official delegation of powers to the legal representative / authorised representative signing the expression of interest and a copy of the signatory’s current identity document;
(f)            a certificate of good standing dated no more than 60 days before the date when the expression of interest was sent;
(g)           for parties legally required to prepare accounts and have them approved, the bidder’s statutory accounts and any consolidated accounts for the last three years (or the statutory and consolidated accounts that are available for parties established within the last three years);
(h)          the Interested Party’s certified email address (PEC), which will be used for all later communications about the sale of the Business Complexes.

The Special Administrator may invite the Interested Parties to provide clarifications or additional information, if necessary, about the content of the certificates, documents and declarations submitted.

Those who had already expressed interest in acquiring the Business Complexes en bloc or individually before this invitation was published will receive this invitation via registered letter with recorded delivery anyway and must submit their formal expression of interest as stated above.

Based on assessments of the Interested Parties’ financial robustness, the Special Administrator may draw up a shortlist of parties to proceed to the subsequent stages of the procedure for transferring the Business Complexes (the “Approved Bidders”).

Only the Approved Bidders will receive the bidding conditions, with attached confidentiality agreement (the “Confidentiality Agreement”). The bidding conditions contain, among other things, an invitation to access the virtual data room, which the Special Administrator will make available via a selected service provider. To access the data room, Approved Bidders must sign the relevant Regulation and return it to the certified email address used for the procedure. The data room will enable the Approved Bidders to perform in-depth due diligenceon the Business Complexes offered for transfer.

In publishing this announcement, receiving expressions of interest, and performing all related activities, the Congregation and the Special Administrator accept no precontractual or other liability of any kind.This notice constitutes exclusively an invitation to express interest. It is not an invitation to bid, nor is it an offer to the public under article 1336 of the Civil Code or a call for public investment under article 94 et seq. of Legislative Decree no. 58/1998.

In any event, every decision about the transfer of the Business Complexes is subject to authorisation by the Ministry of Economic Development, advised by the Supervisory Committee.

The Court of Trani has exclusive jurisdiction over any disputes relating to this notice, which is subject to Italian law.

This announcement is also published on the website (www.donuvainamministrazionestraordinaria.it) in both Italian and English.

 

Special Administrator
Bartolomeo Cozzoli