IDH faces $290 million takeover as Hend El-Sherbini launches mandatory cash offer

Integrated Diagnostics Holdings plc (IDH), a leading healthcare diagnostics provider operating across the Middle East and Africa, led by Egyptian businesswoman Hend El-Sherbini, has received a mandatory final cash offer from Hena Holdings Ltd, a vehicle owned by its Chief Executive Officer Hend El-Sherbini and her mother, Moamena Abdul Wahab Kamel.

The offer follows Hena’s acquisition of a 21.67% stake from Actis IDH Limited, an entity linked to funds managed by Elliott Investment Management L.P., in a transaction valued at $0.50 per share. The purchase lifted Hena’s total holding in IDH to 49.62%, triggering a takeover move by its largest shareholder under the regulations guiding takeovers and mergers on the London-Stock Exchange.

Offer terms and valuation

Under the proposal, Hena will pay $0.50 in cash for each remaining ordinary share of the healthcare provider not already owned, valuing the company’s entire issued share capital at approximately $290.7 million.

The offer price is unchanged and final, with Hena stating it will not increase the bid or pursue a higher competing offer for IDH shares.

The proposal represents a discount of roughly 11.2% to IDH’s last closing share price before the announcement, based on market data referenced in the filing.

Governance, board and independent review

IDH’s independent directors, excluding El Sherbini and board member Sherif El Zeiny due to their connection with the bidder, said they will carefully assess the terms of the offer.

The board has appointed Strand Hanson Limited as financial adviser to provide independent advice and shareholders have been advised to take no immediate action while the review process is ongoing. The announcement also confirms that the company has entered an “offer period” under UK takeover rules, triggering enhanced disclosure obligations for investors.

In a related governance update, Richard Henry Phillips has stepped down from the Integrated Diagnostics Holdings board with immediate effect. He had represented Actis IDH Limited, which fully exited its stake through the transaction with Hena.

Structure of the bidder amid strategic outlook

IDH,  the London-listed healthcare services provider, currently operates more than 600 diagnostic branches across Egypt, Jordan, Nigeria, Saudi Arabia, and Sudan, and has built a portfolio of over 3,000 diagnostic tests. 

Hena Holdings is described as a private company incorporated in the British Virgin Islands and wholly owned by El Sherbini and her mother. The vehicle was established to hold shares in IDH and is not engaged in any other commercial activity. Financing for the offer is expected to come from a combination of debt funding of up to $60 million and equity contributions from the controlling shareholders, totaling up to $150 million.

Hena stated that the offer is a regulatory consequence of its stake-building activity rather than an attempt to delist or fundamentally restructure the business. It said it does not intend to change IDH’s operations, management structure, or geographic footprint.

However, the company outlined potential scenarios depending on acceptance levels, including the possibility of delisting if its stake exceeds 75%, or a compulsory acquisition if ownership rises above 90%.