THE mandatory offer for Catalist-listed ISEC Healthcare is "not fair but reasonable", independent financial adviser CIMB Bank Berhad said, in an opinion released on Friday night.

Still, the independent directors - in line with CIMB's advice - recommended that shareholders accept the S$0.36-a-share cash offer, unless they can get a higher price on the open market.

Aier Eye International, which is wholly owned by China's Aier Eye Hospital Group, triggered the offer when it bought a 35 per cent stake under a sale-and-purchase agreement - inked with a set of seven shareholders, who occupy key management roles - in August. The offer price marks a 5.88 per cent premium over the closing price on the last trading day prior.

CIMB has now said that the offer price "does not reflect a fair control premium when compared against the premia paid in the non-privatisation transactions" when Aier Eye International first bought into ISEC, especially since the offeror is seeking statutory control of the company to grow its own business. Meanwhile, the selling shareholders are still holding on to a combined interest of 23.8 per cent, CIMB noted.

The independent financial adviser, in deeming the offer price to be "not fair", also took into account "the uptrend in the group's financial performance and the company's increasing dividend payout ratio" in the three years to Dec 31, 2018.

Still, the offer price is reasonable "when compared against the historical trading performance of the shares and considering the valuation multiples of the company implied", CIMB added.

The offer closes on Dec 6 at 5.30pm, although the offeror can still extend the deadline.

Separately, ISEC - which supplies eyecare services, general medical services and aesthetic treatments - also announced on Friday that its joint venture in Myanmar has received a business licence from the authorities there, and the business will offer full ophthalmology services at its facility in Lanmadaw Township, in the Yangon region.

The counter last closed flat at S$0.355 before the announcement was made.