At the center of a series of agreements and consolidations in recent years, the Brazilian healthcare market was once again the scene of another significant development on the morning of Friday, February 27th. And, once again, it involved a large group linked to the sector.
In a material fact disclosure, Bradesco announced the creation of Bradsaúde, an operation that will be listed on the B3's Novo Mercado and will bring together several of the group's assets in the segment. Among them are Bradesco Saúde, Odontoprev , Atlântica Hospitais e Participações, and Mediservice. Citi was the financial advisor for the deal .
"This is a transformational movement within Bradesco," said Luiz Carlos Trabuco Cappi , chairman of the boards of directors of Bradesco and Odontoprev, in a conversation with journalists.
“We are creating a complete ecosystem, with leading brands in the healthcare market. So, this construction means that, at this moment, a publicly traded company is being born, with a solid balance sheet, a significant scale, and extremely robust growth potential,” he added.
Several indicators reflect the result of this consolidation. The new company is born with revenue of R$ 52 billion, a profit of R$ 3.6 billion, a return on equity of 24%, more than 13 million beneficiaries, approximately 3,600 hospital beds and 35 clinics.
These figures cover a broad scope of the healthcare sector, with the new company bringing together a health and dental insurance provider, hospitals, primary care and oncology clinics, healthcare services, a healthtech company , and investments in laboratories and diagnostic centers.
In this last area, the portfolio includes the 25% equity stake held by the Bradesco Seguros group in Grupo Fleury, one of the main players in the Brazilian market for laboratories and diagnostics.
In the hospital sector, Atlântica Hospitais holds stakes in existing or under-construction facilities in markets such as São Paulo, Rio de Janeiro, Ribeirão Preto, Campinas, Barueri, and the Central-West region, through partnerships with players like Rede D'Or, Einstein, Mater Dei, and Grupo Santa.
In addition to the companies and segments already mentioned, the group's ecosystem will include businesses such as Orizon, a technology company focused on operations in the sector and based on resources such as data intelligence and automation.
Another asset will be Meu Doutor Novamed, a network of primary care clinics created about ten years ago and with over 3 million patient visits in its portfolio. Croma Oncologia, a joint venture between Atlântica, Fleury, and Beneficência Portuguesa, is another example in this package.
“This is a project that didn’t just start yesterday. It’s no coincidence that the bank has been making significant investments in the sector in recent years,” stated Marcelo Noronha , CEO of Bradesco. “The purpose here, in fact, is to unlock value. We are talking about a business whose valuation could be close to R$ 50 billion.”
In an effort to increase the visibility of these businesses and as part of this consolidation, Bradesco announced a corporate reorganization to bring together all of Bradsaúde's assets under the umbrella of Odontoprev, an operation controlled by the bank and already listed on the stock exchange.
With this transaction, based on a share swap agreement, Bradesco will hold a 91.35% stake in the total capital and voting rights of the new company, while Odontoprev's minority shareholders will hold an 8.65% stake.
Based on this free float ratio, the operation foresees a follow-on offering to bring the new company into compliance with the B3's Novo Mercado rules, which generally require a minimum percentage of freely circulating shares of 20% of the total share capital.
At the same time, the steps for formalizing the deal also include approvals at general meetings of Bradesco and Odontoprev, as well as the green light from the National Supplementary Health Agency (ANS).
“This strategy we created was an opportunity for us to overcome obstacles,” Trabuco stated, regarding the model adopted, which is essentially a reverse IPO. “This gives us the possibility, once all authorizations are obtained, to list the company in practically 60 days.”
Structure
Once these formalities are completed, Bradsaúde will be led by Carlos Marinelli, who will serve as CEO of the new operation. With a resume that includes, among other roles, the presidency of the Fleury Group, the executive has been with Bradesco for five years, where he led Bradesco Saúde.
“We are addressing a market that moves more than R$ 435 billion in Brazil,” stated Marinelli. “And with a company that is already listed from the start, generating visibility, adequate pricing, and access to the capital market for new investments and asset development.”
In addition to Marinelli, the company's top management will include Vinicius Cruz as CFO, and Elsen Carvalho, who will head the dental area of Bradsaúde and who, since 2017, was the CEO of Odontoprev.
Carvalho cited some data from the total market in Brazil to reinforce what is on the horizon for the new company. In particular, the volume of 53 million beneficiaries of medical-hospital health plans and the base of 35 million dental plans.
“A comprehensive healthcare proposal should combine medical and dental care,” Carvalho stated. “So, in that relationship alone, we have a gap to close, of 18 million beneficiaries, which gives an idea of the potential we have ahead of us.”
Until all stages of the transaction are completed, the teams involved will continue to operate independently. However, with an eye toward filling these gaps, the group is already planning some of the strategies that will be implemented once the operation receives the green light.
One of the key focuses will be expanding beneficiaries' access to the benefits offered within this ecosystem. Currently, for example, Bradesco's health plans are still largely restricted to a segment of clients with higher purchasing power.
“This ecosystem covers the entire sector, from primary care to Orizon's data and participation in Fleury,” said Marinelli. “All of this makes this operation more efficient and effective in providing healthcare, which will allow us to expand access.”
The executive highlighted some steps that Bradesco Saúde itself had already been taking in this direction. Among them, the launch of more affordable regional health plans in cities such as Goiânia, the Federal District, São Paulo, and Porto Alegre.
“Today, we already have a strong partnership with Odontoprev, distributing their products,” stated Marinelli. “And, once we’re together, we’ll naturally work on how we play this game to bring differentiated offerings to the market.”
The executives also highlighted that another profile that will gain even more relevance in this strategy, following the formalization of this ecosystem, will be the small and medium-sized enterprise segment. One example cited was the recent trajectory of Odontoprev.
“Odontoprev has always been very focused on the corporate segment. But, in recent years, we have diversified our customer base and revenue. And the protagonists of this have been SMEs,” said Carvalho. “So, there is a common theme in the growth strategy of the bank and the health and dental areas.”
Finally, the executives leading the operation also highlighted Bradsaúde's likely appetite for inorganic growth. "Every new opportunity for this ecosystem to generate more value for beneficiaries will be the subject of our interest and evaluation," said Marinelli.
Verticalization
While Bradesco outlines these plans, today's announcement from the bank reinforces the trends of vertical integration and the creation of healthcare ecosystems, a movement that has already been dictating the strategies and investments of other players in the Brazilian market for some years.
One of the major agreements in this context was announced exactly five years ago and finalized in February 2022: the merger between Hapvida , a health plan operator that had already been investing in segments such as hospitals, and the NotreDame Intermédica group.
Another transaction that brought together businesses in different segments of healthcare came in February 2022, when Rede D'Or announced the acquisition of SulAmérica, in a deal valued at the time at R$ 15 billion. Until then, the network held a stake in Qualicorp.
The trend also includes companies that invested in this thesis but subsequently scaled back from those ambitions. For example, Dasa , which between 2019 and 2022 closed more than 30 acquisitions to expand beyond its original business – diagnostic medicine.
These and other agreements raised questions about Bradesco's response. The group emphasized, however, that this strategy had already been consolidated internally, step by step, and that Bradsaúde's announcement only brings more visibility to these initiatives.
“We have been operating in this market in many different ways for four decades and have made progress in this field,” said Ivan Gontijo, president of the Bradesco Seguros group. “So, in reality, it’s not a new company, it’s not a momentary move, but rather something that has become permanent over time.”
According to Bruno Autran, founding partner of AJA Seg , in addition to creating a billion-dollar revenue business, Bradsaúde will generate significant economies of scale, as well as reorganize and create a smarter tax structure, positioning the operation on the same level as Rede D'Or/SulAmérica and Hapvida.
"Furthermore, Odontoprev is already listed on the B3. Instead of doing a traditional IPO of Bradsaúde, a long, expensive process subject to the market window, Bradesco is injecting the healthcare assets into the already listed Odontoprev and renaming it Bradsaúde," says Autran, who adds:
"The company already has Novo Mercado governance, a shareholder base, and liquidity. In this way, a healthcare holding company with public float is created, generating acquisition capital."
