Deal Spotlight – Madrona Advogados: Diagnostics, Medical Education and Debt Restructuring in Brazilian Healthcare
23 October 2026
Madrona Advogados, AGA's law firm representative in Brazil, advised on three healthcare matters that signed or closed within three weeks of each other: the sale of two clinical laboratories to a Spanish diagnostics group, a hospital's move into medical education, and the restructuring of a pharmaceutical distributor's debentures.
One is a cross-border sale of diagnostics businesses. One is an acquisition that turns on approval from the Ministry of Education rather than a competition authority. The third is a balance-sheet exercise conducted through a meeting of debenture holders. Taken together, they show how much of Brazilian healthcare activity now runs through regulated consent of one kind or another.
Analiza acquires the Alpha and Rebouças clinical laboratories
Corporate and M&A — signed and closed 22 September 2026
Madrona advised the shareholders of the Alpha and Rebouças laboratories on the sale of 100% of the issued shares of both businesses to Analiza, drafting and negotiating the transaction documents. Madrona's client on the matter was MCH Participações Ltda.
Madrona records the transaction as part of a series of acquisitions by the Spanish company Analiza in Brazil, aimed at expanding its reach in laboratory testing and diagnostic imaging. The consideration was not disclosed.
The team was led by partner José Senedesi, with Gustavo Gumier Motta and Rafael Kotovicz.
Real Hospital Português acquires a medicine degree course and the maintainer position of a higher education institution
Corporate and M&A — closed 1 October 2026
Real Hospital Português de Beneficência em Pernambuco, a hospital institution in Brazil's Northeast, acquired a medicine degree course together with the position of maintainer of the institution delivering it. The acquisition carries with it the regulatory, academic, operational and financial responsibilities owed to the Brazilian Ministry of Education.
Madrona's account of the matter records that the hospital intends to expand into the higher education sector as part of a wider growth and diversification strategy. The firm advised on the transaction structure, drafted and negotiated the definitive agreements, addressed the regulatory requirements that apply to higher education institutions, coordinated due diligence, and allocated risk across the transition period, price mechanics, closing conditions, indemnities and the continuity of academic activities.
Acquiring a course rather than a company is an unusual shape for an M&A transaction. What transfers is a licensed activity and the obligations attached to it, so the work sits closer to regulatory practice than the asset purchase it resembles on paper. The consideration was not disclosed.
The team was led by partner Eduardo Coelho, with Diogo Araujo Barbosa.
Elfa Medicamentos restructures its second issuance of debentures
Capital Markets — signed 1 October 2026
Elfa Medicamentos S.A. is one of Brazil's larger distributors of pharmaceuticals and medical and hospital supplies. Madrona advised the company on the general meeting of holders of its second issuance of simple debentures, negotiating and drafting the documents for the meeting as part of the company's restructuring. The issuance carries a value of R$70 million.
Work of this kind is done in the room rather than across a negotiating table. A debenture holders' meeting is the mechanism through which an issuer seeks consent from its creditors to vary the terms of an existing instrument, and the documents set the terms on which that consent is sought.
The team was led by partner Marcelo Cosac, with Laura Martins Moura.
About Deal Spotlight:
Deal Spotlight is an Alliott Global Alliance (AGA) series showcasing significant transactions and matters handled by AGA representative firms worldwide, demonstrating their expertise across different markets and sectors. Visit our news page and navigate to our deals section for more from the series.
About Madrona Advogados:
Madrona Advogados (Madrona) is a full-service, top 25 Brazilian law firm with offices across Brazil. The firm is consistently ranked among Brazil's leading firms for M&A and advises regional and international clients across corporate, M&A, capital markets, real estate, infrastructure, tax and disputes. Madrona has been Alliott Global Alliance's law firm representative in Brazil since 2022.
Talk to the team
José Senedesi — Corporate and M&A
Eduardo Coelho — Corporate and M&A
Marcelo Cosac — Capital Markets
For an introduction to Madrona Advogados, or to other Alliott Global Alliance representative firms across Latin America and the Caribbean, contact Sophia Rook-Blackstone, Regional Director, at sophia@alliottglobal.com.
Further reading
Madrona Advogados firm profile
The Deal Spotlight series