Epicentre in RTO deal with medical aesthetics player
Singapore
EPICENTRE Holdings, a retailer of Apple brand products, has inked a binding term sheet to acquire businesses from Healthtrends Medical Investments and its subsidiaries for S$100 million via the issuance of new shares.
If the deal gets through, it will constitute a reverse takeover (RTO) - marking a backdoor listing of businesses in medical wellness and cosmetic surgery.
Under the term sheet, Epicentre proposed to issue 298.64 million new shares at about 33.49 Singapore cents apiece to Healthtrends Medical and its subsidiaries - collectively known as the vendors - for their operating units in Singapore, Malaysia, Hong Kong and Vietnam.
The operating units are Eastlife Pte Ltd, Maxglobe Pte Ltd, The Sloane Clinic (Plastic Surgery) Pte Ltd, The Sloane Group Sdn Bhd, HealthTrends Specialists Pte Ltd, Dermagenesis Sdn Bhd, Astique CliniCentral Ltd, Green Jade Limited, and Truong Giang Investment and Trading Joint Stock Company.
These companies are in the business of medical aesthetic and cosmetic surgery, primary care and medical wellness, and the distribution of medical products and solutions.
The proposed transaction is subject to, among other things, the execution of definitive agreements, regulatory approvals as well as a whitewash resolution from Epicentre's shareholders to waive their rights to receive a mandatory general offer from the target companies' vendors. If the definitive agreements are not entered into by Feb 28, the term sheet will lapse, Epicentre said.
The proposed deal will dilute the interest of Epicentre's founder Jimmy Fong in the group. He currently has a 59.67 per cent stake in Epicentre.
Shares to be issued to the vendors represent some 76.2 per cent of the enlarged share capital of Epicentre. Since these shares will be distributed in specie to the shareholders and convertible loan investors of the vendors, there will be no shareholder holding more than 50 per cent interest in Epicentre after the deal is completed.
