CLARIFICATION TO THE MARKET
José de Mello Saúde, SA ("JMS") has issued this press release following the news published
on the press conference held yesterday and the request of the Portuguese Securities Market
Commission (CMVM).
1.
JMS submitted an application to CMVM to register a Competing Offer ("JMS PO") for
Espírito Santo Saúde, SGPS, SA ("ESS") on 17 September.
2.
The launch of the JMS PO is subject to there being no opposition from the Competition
Authority. In fact, it is not legally possible for JMS, after the PO, to fully exercise its
voting rights in ESS without such prior authorisation. There would be very high risks in
dispensing with it, to the market, to investors, to JMS and to ESS itself.
3.
On the date on which the application for the JMS registration was submitted, the
registration of the PO by Angeles Servicios de Salud, SA de CV ("Angeles PO") had
not yet been granted, so that PO did not have a particular timescale. JMS reckoned,
therefore, that any decision taken on the Angeles PO, would take into account the
benefits to the market that would result from allowing the JMS PO to compete fully
with the Angeles PO, pending an opinion by the Competition Authority.
4.
In the event, the Angeles OPA was registered two days after the JMS PO application
was submitted for registration, with a period of about two weeks (the legal term for
POs is two to ten weeks and the CMVM, on its own initiative or at the request of the
offeror, may extend the offer if it is reviewed, if a competing offer is launched or when
the protection of the interests of recipients so warrants it).
5.
The CMVM, in view of the timescale for the Angeles PO, yesterday informed JMS that
it could not grant the request to register the JMS PO, which should have been done by
3.30pm today, if it kept as a condition for the launch of the offer there being no
opposition from the Competition Authority, or if it was not supported by the relevant
no-opposition decision.
JOSÉ DE MELLO SAÚDE, S.A.
Head Office: Av. do Forte nº 3 - Edifício Suécia III - Piso 2 · 2790-073 Carnaxide · Portugal
T. (351) 21 00 25 100 Fax (351) 21 00 25 108 Corporate entity number and registration
at the Commercial Registry Office of Cascais 502 884 665  Share capital 53.000.000€
www.josedemellosaude.pt
6.
JMS believes that it cannot withdraw the condition of no-opposition from the
Competition Authority in view of the economic and business risk and the uncertainty
for the market, investors and ESS that this would entail.
7.
JMS therefore believes that the position of the CMVM, should it be maintained,
implies in practice the exclusion of the competing offer by JMS. However, JMS
disagrees with this CMVM position, so its application to register the Public Offering
Competing with the Angeles PO stands, pending the CMVM response.
JOSÉ DE MELLO SAÚDE, S.A.
Head Office: Av. do Forte nº 3 - Edifício Suécia III - Piso 2 · 2790-073 Carnaxide · Portugal
T. (351) 21 00 25 100 Fax (351) 21 00 25 108 Corporate entity number and registration
at the Commercial Registry Office of Cascais 502 884 665  Share capital 53.000.000€
www.josedemellosaude.pt