{"id":258,"date":"2015-09-21T00:01:17","date_gmt":"2015-09-20T22:01:17","guid":{"rendered":"http:\/\/www.donuvainamministrazionestraordinaria.it\/?p=258"},"modified":"2015-09-22T16:54:29","modified_gmt":"2015-09-22T14:54:29","slug":"call-to-express-interest-2","status":"publish","type":"post","link":"https:\/\/www.donuvainamministrazionestraordinaria.it\/?p=258","title":{"rendered":"CALL TO EXPRESS INTEREST"},"content":{"rendered":"

CONGREGAZIONE DELLE ANCELLE DELLA DIVINA PROVVIDENZA
\n(Congregation of the handmaidens of divine providence)<\/strong><\/p>\n

IN EXTRAORDINARY ADMINISTRATION<\/strong><\/p>\n

* * *<\/strong><\/p>\n

Invitation to express interest in acquiring the business or the business units
\nowned by the Congregation<\/strong><\/p>\n

Background<\/strong><\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Congregazione Ancelle della Divina Provvidenza<\/em>, of Via Giovanni Bovio 78, Bisceglie (in the province of Barletta-Andria-Trani), Italy (the \u201cCongregation<\/strong>\u201d) operates in the health sector and owns hospitals in the municipalities of Bisceglie, Foggia and Potenza.<\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 By order of the Minister of Economic Development issued on 19\u201320\u00a0December 2013, the Congregation entered extraordinary administration under article\u00a02(2) of Decree-Law no.\u00a0347\/2003. The Minister appointed Mr\u00a0Bartolomeo Cozzoli as Special Administrator.<\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 With judgment no.\u00a05 of 21\u00a0January 2014 given in chambers, the Civil Division of the Court of Trani, by reason of article\u00a04 of Decree-Law no.\u00a0347\/2003, declared the Congregation insolvent and appointed Mr\u00a0Alfonso Pappalardo as Official Receiver.<\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 With a ruling of 17\u00a0June 2014, the Minister of Economic Development postponed the deadline for submission of the Congregation\u2019s Plan for 90 days, as requested, from 19\u00a0June 2014.<\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 After the extraordinary administration procedure was initiated, the Special Administrator took full charge of running the business and of administering the insolvent enterprise\u2019s assets. He made an in-depth investigation in particular of the Congregation\u2019s 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 \u201caims of preserving the production assets<\/em>\u201d of the Congregation and hence restoring the organisation to a sound economic footing in practical terms.Thus, on 16\u00a0September 2014, the Special Administrator submitted a transfer plan to the Ministry of Economic Development under article\u00a027(2a) of Legislative Decree no.\u00a0270\/1999 (the \u201cPlan<\/strong>\u201d).<\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 On 13\u00a0February 2015, the Ministry of Economic Development issued an order authorising the implementation of the Plan.<\/p>\n

–\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 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 \u201cBusiness Complexes<\/strong>\u201d).<\/p>\n

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:<\/p>\n

Bisceglie site<\/p>\n

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 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.\u00a0180 and 833) \u2013 528 patients at 31\u00a0March 2015 (area being wound down);
\n(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 30 acute neurology, cardiology and pneumology beds;
\n(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 70 intensive-rehabilitation beds (code 56);
\n(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 60 rehabilitation beds for Alzheimer\u2019s and related dementia patients;
\n(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 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;
\n(vi)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Rehabilitation facilities under article\u00a026: 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);
\n(vii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 20 palliative-care hospice beds.<\/p>\n

Foggia site<\/p>\n

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Orthopsychiatric institute and Unit for disabled and disabled geriatric patients (area for the remaining psychiatric patients not discharged into the community under Laws no.\u00a0180 and 833) \u2013 241 patients at 31\u00a0March 2015 (area being wound down);
\n(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 30 acute neurology, cardiology and pneumology beds;
\n(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 50 intensive-rehabilitation beds (code 56);
\n(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 60 rehabilitation beds for Alzheimer\u2019s and related dementia patients;
\n(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 240 geriatric and disabled nursing-home beds, currently including 20 for Alzheimer\u2019s and 100 for geriatric patients;
\n(vi)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Rehabilitation centres under article\u00a026: some residential (40 beds), some semi-residential (40 treatments), some clinic-based (40 treatments\/day) and some home-based (25 treatments\/day);
\n(vii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 12 palliative-care hospice beds.<\/p>\n

Potenza site<\/p>\n

(i)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 273 beds at the health and social rehabilitation centre (CSSR);
\n(ii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Nursing home for disabled residual mental-health inpatients \u2013 21 patients at 31\u00a0March 2015 (area being wound down);
\n(iii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 24 intensive-rehabilitation beds (code 56);
\n(iv)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 16 intensive-rehabilitation beds (code 60);
\n(v)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 24 Alzheimer\u2019s unit beds;
\n(vi)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 72 geriatric and disabled nursing-home beds;
\n(vii)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 24 adult dementia nursing-home beds;<\/p>\n

all described in more detail in the Plan.<\/p>\n

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\u2019s 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\u2019 laws.<\/p>\n

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.<\/p>\n

The means and conditions for submitting a binding offer to acquire the above Business Complexes, en bloc or individually, (the \u201cBinding Offer<\/strong>\u201d) 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 \u201cInterested Parties<\/strong>\u201d).<\/p>\n

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\u2019s Business Complexes (Bisceglie and\/or Foggia and\/or Potenza) separately.<\/p>\n

Interested Parties must send their expression of interest in writing, in Italian or English, \u201cconfidentially\u201d and for the Special Administrator\u2019s attention, marked \u201cManifestazione di Interesse in relazione alla vendita del Complesso Aziendale<\/em>\u201d (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\u00a0October 2015, enclosing the documents and declarations stated below.<\/p>\n

The expression of interest must be signed by the Interested Party\u2019s legal representative or by a duly authorised representative and must specifically state the Business Complexes to which it refers.<\/p>\n

The expression of interest must be accompanied by the following declarations and documents in Italian or English, for information purposes:<\/p>\n

(a)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a self-certification of the Interested Party\u2019s 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;
\n(b)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a copy of the Interested Party\u2019s current memorandum and articles of association;
\n(c)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 for an Interested Party registered on the Companies Register, the Interested Party\u2019s 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 \u201cnulla osta antimafia<\/em>\u201d (anti-mafia clearance, or other equivalent document if the Interested Party is foreign);
\n(d)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a short profile of the Interested Party\u2019s 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;
\n(e)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 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\u2019s current identity document;
\n(f)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 a certificate of good standing dated no more than 60 days before the date when the expression of interest was sent;
\n(g)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 for parties legally required to prepare accounts and have them approved, the bidder\u2019s 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);
\n(h)\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 the Interested Party\u2019s certified email address (PEC), which will be used for all later communications about the sale of the Business Complexes.<\/p>\n

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.<\/p>\n

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.<\/p>\n

Based on assessments of the Interested Parties\u2019 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 \u201cApproved Bidders<\/strong>\u201d).<\/p>\n

Only the Approved Bidders will receive the bidding conditions, with attached confidentiality agreement (the \u201cConfidentiality Agreement<\/strong>\u201d). 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.<\/p>\n

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\u00a01336 of the Civil Code or a call for public investment under article\u00a094 et seq. of Legislative Decree no.\u00a058\/1998.<\/p>\n

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.<\/p>\n

The Court of Trani has exclusive jurisdiction over any disputes relating to this notice, which is subject to Italian law.<\/p>\n

This announcement is also published on the website (www.donuvainamministrazionestraordinaria.it) in both Italian and English.<\/p>\n

 <\/p>\n

Special Administrator
\nBartolomeo Cozzoli<\/p>\n","protected":false},"excerpt":{"rendered":"

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 –\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Congregazione Ancelle della Divina Provvidenza, of Via Giovanni Bovio 78, Bisceglie (in the province of Barletta-Andria-Trani), Italy (the […]<\/p>\n","protected":false},"author":3,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":[],"categories":[8],"tags":[],"_links":{"self":[{"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=\/wp\/v2\/posts\/258"}],"collection":[{"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=258"}],"version-history":[{"count":5,"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=\/wp\/v2\/posts\/258\/revisions"}],"predecessor-version":[{"id":264,"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=\/wp\/v2\/posts\/258\/revisions\/264"}],"wp:attachment":[{"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=258"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=%2Fwp%2Fv2%2Fcategories&post=258"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.donuvainamministrazionestraordinaria.it\/index.php?rest_route=%2Fwp%2Fv2%2Ftags&post=258"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}