M&A Transaction Advisory for a Healthcare Consolidation

A private equity-backed Namibian healthcare group seeking to acquire a smaller competing network of outpatient clinics in Windhoek and Swakopmund to expand its footprint ahead of a planned exit in three years.

The buyer had identified the target and agreed on a letter of intent, but had no experience structuring healthcare acquisitions in Namibia. The target had a complex structure: three operating entities, a property-owning entity, and an employment entity. Regulatory approvals from the Ministry of Health and Social Services were required, and the NAMFISA registration of one of the target entities needed to be transferred as part of the transaction. The buyer needed integrated transaction advisory covering financial, tax, and regulatory workstreams.

We coordinated all three workstreams: financial due diligence on all four entities, tax structuring advice on the acquisition vehicle and the post-acquisition group structure, and regulatory advisory on the NAMFISA transfer and Ministry of Health notification requirements. We identified a significant intercompany receivable that needed to be resolved before completion and advised on the treatment of the property-owning entity to optimise the tax outcome for both parties. We also prepared the completion accounts mechanism and the post-closing adjustment formula.

Transaction completed. Intercompany receivable resolved prior to closing. NAMFISA transfer and Ministry of Health notification managed on schedule. Post-acquisition group structure implemented with the tax outcome as planned. The combined group is now operating under unified management and is on track for the planned exit timeline.