Hena Holdings makes mandatory offer for IDH at USD 0.50 a share

Private family vehicle Hena Holdings launched a mandatory offer to buy out the shareholders of Integrated Diagnostics Holdings (IDH) — the Cairo-born, London-listed diagnostics group — at a price that values the company at USD 290.7 mn, according to a filing to the London Stock Exchange. The USD 0.50-per-share offer is a roughly 11.2% discount to IDH’s last close of 56.3 cents. Hena is owned by IDH CEO Hend El Sherbini and her mother Moamena Abdul Wahab Kamel. IDH’s independent directors are reviewing the offer.

The company triggered a forced buyout. Hena bought a 21.67% stake from activist investor Elliott Investment Management at USD 0.50 a share — lifting its holding to 49.62% from 27.94% and tripping Rule 9 of the UK Takeover Code, which obliges a buyer crossing that threshold to place an offer for the rest. The rule also caps the price at the highest Hena paid in the prior 12 months, which is why the buyout sits at the same USD 0.50.

How it’s financed: El Sherbini and her mother are putting in equity of USD 43 mn to USD 150 mn, alongside a loan of up to USD 60 mn from RMBV — the Netherlands-registered private equity firm. Full acceptance would require Hena to pay a further USD 146.4 mn. RMBV has been building an Egyptian consumer portfolio, after its EGP 2.5 bn takeover of Spinneys Egypt and its move last month to establish a SPAC on the EGX.

What’s next: The offer decides IDH’s listing. Below 75% acceptance, Hena intends to keep IDH listed in London with independent non-execs on the board. At 75% or above, it intends to apply to cancel the London listing — sharply cutting liquidity for any holder who didn’t sell.

ADVISORS- Canaccord Genuity is financial adviser to Hena, according to the filing, and Baker McKenzie is its counsel. Meanwhile, Strand Hanson is financial advisor to IDH.

In other M&A news

Khaled El Assal took full control of Misr Italia Holding after acquiring the remaining 49.9% stake held by his co-founding brother Hany El Assal in a Gafi-brokeredasset swap. In return, Hany El Assal assumed full ownership of Mousa Coast Tourism Development, according to a statement seen by EnterpriseAM, formally unwinding the brothers’ shared holdings and bringing a years-long shareholder dispute to a close.

What’s changing hands: The transaction — reportedly valued at EGP 1.42 bn — gives Khaled El Assal control of Misr Italia's entire operating platform, including five subsidiaries spanning real estate, construction, urban development, and tourism. Together, the businesses oversee a portfolio of residential, commercial, hospitality, and coastal projects covering some 6 mn sqm with investments exceeding EGP 100 bn.

The mechanics behind the split: The buyout was structured to avoid a large upfront cashpayment. The consideration package reportedly included EGP 100 mn in banknotes, EGP 475 mn in post-dated checks, and EGP 736.1 mn worth of real estate units. Khaled’s exit from Mousa Coast was valued at EGP 109.3 mn.

ADVISORS-EFG Hermes quarterbacked the transaction, with Matouk Bassiouny & Hennawy providing counsel alongside Hany Sarie-Eldin, according to the statement.

REFRESHER- Last year, Mohamed Khaled El Assal said that Misr Italia wants to develop 2.5k hotel rooms and serviced apartments across the North Coast, the New Capital, New Cairo, and Ain Sokhna as part of a EGP 30 bn, seven-year push into the hospitality sector, with plans to launch three new hotels in 2027.