Pharmaceuticals and Healthcare

Pharmaceutical spending in Sub-Saharan Africa is forecasted to grow at a compound annual growth rate of 11% from 2013 to 2023 (according to Business Monitor International). This is due to increasing wealth and demand for the treatment of chronic diseases.

Our team (consisting of corporate, competition, regulatory and dispute resolution lawyers who focus on the pharmaceuticals and healthcare sector and who have gained considerable industry insight) is well placed to partner with our clients and assist them in pursuing these opportunities.

We have extensive experience in, and regularly advise stakeholders across, the healthcare services and products supply chain, including pharmaceutical manufacturers, wholesalers, distributors, pharmacies, hospitals, health practitioners (through the Medical Protection Society) open and restricted medical schemes, medical scheme administrators and managed healthcare providers.

Our clients include two of the South African listed private hospital groups, one of the world’s largest mutual indemnity associations and a number of multinational and local pharmaceutical companies supplying products in a variety of therapeutic categories.

Our services span a wide range of practice areas which include advising on all aspects of the regulation of medicines (including complementary medicines) and medical devices, pharmacies, hospitals, healthcare professionals, medical schemes and medical insurance.

We have extensive experience advising on mergers and acquisitions (including due diligence investigations and related agreements), competition issues and employment law within the sector.

We have also assisted our clients in effectively resolving disputes within the pharmaceuticals and healthcare sector.

• We assisted the Government Employees Medical Scheme (GEMS) with a multi-disciplinary investigation and provided advice involving forensic investigations, employment disciplinary proceedings, termination of certain contracts of employment and public procurement law.
• Bowmans advised a confidential client on the construction of a cancer hospital. This involves drafting the Construction Agreement, drafting and negotiating related service agreements and negotiating with the successful bidder on the amendments made to the JBC Contract.
• We advised the selling shareholders of Dis-Chem Pharmacies on a ZAR 1.1 billion accelerated bookbuild placement of Dis-Chem shares by Investec, Goldman Sachs and Standard Bank, acting as joint bookrunners for the selling shareholders.
• Bowmans acted as South African counsel to Exova Group (UK) Limited in respect of the acquisition of the entire issued share capital in Jones Environmental Forensic by Exova Group (UK) Limited.
• Bowmans acted for the purchaser in the acquisition of Valeant Pharmaceuticals International Inc’s iNova Pharmaceuticals business in a transaction affecting Australia, South Africa and Asia
• Bowmans acted for China National Chemical Corporation (ChemChina) in relation to African merger filings for its USD 43 billion acquisition of Syngenta AG. This was the fifth largest global M&A transaction of 2016.
• Arbitration proceedings between the Government of Lesotho and a consortium which constructed and manages the Lesotho State Hospital.  The main member of the consortium is Netcare, a listed company in South Africa and one of South Africa’s leading hospital groups.  Matter involves complicated interpretation of contract and amounts which each party owes to the other.  Matter is obviously important since it involves representing a government in regard to its state hospital.  Tim Gordon-Grant leads the legal team and is responsible for all strategic and other decisions in dealing with the matter.
• Bowmans was tax and legal counsel to Dis-Chem Pharmacies Limited in relation to its 2016 IPO. Significance: This was an extremely high profile and significant matter, as Dis-Chem is one of the largest pharmaceutical groups in the country. This was the second largest IPO on the JSE in 2016. Our appointment follows an extensive and rigorous process run by four investment banks (two domestic and two international) who have been appointed as joint book-runners. Role: From a tax perspective, our role specifically included structuring the transactions required for the required free float taking into account the company’s requirements and the shareholding structure, as well as arranging and advising on a number of group reorganisation and related transactions.
• Bowmans advised Dis-Chem Pharmacies in relation to its primary offer and listing on the Johannesburg Stock Exchange, valued at ZAR 16 billion.
• Bowmans acted as South African to GlaxoSmithKline in relation to GlaxoSmithKline’s accelerated bookbuild for the disposal of its remaining shareholding in Aspen Pharmacare Holdings (28.2 million ordinary shares or 6.2% of Aspen’s issued share capital) in an estimated transaction value of ZAR 8.4 billion. The book runners were UBS and Citibank.
• Bowmans acted for Absa Bank and HSBC Bank (as underwriters and joint bookrunners) in the recent ZAR 1.2 billion rights offer by Ascendis Health to partially fund its European acquisitions of Scitec International S.à r.l. and Remedica Holding