Axington's acquisition of Vesta Apex Trading falls through after failing to win shareholders' approval

AXINGTON Inc will not proceed with its proposed S$12 million acquisition of a Malaysia-based medical products distributor after failing to obtain shareholders' approval for the deal.

In a regulatory filing on Friday, the Catalist-listed firm said conditions for the acquisition of the entire issued and paid-up share capital of Vesta Apex Trading have not been fulfilled or waived by the long-stop date, in particular approval from shareholders.

No further extension of time was agreed to by the parties of the sale-and-purchase agreement (SPA). "Accordingly, the SPA has lapsed and will cease to have further effect, and the parties will not be proceeding with the proposed acquisition," said Axington.

The firm further said it has incurred an undisclosed sum of professional fees and other expenses in relation to the proposed deal.

Axington had in July announced plans to acquire Vesta Apex Trading for S$12 million, comprising a cash consideration of S$6 million and the issuance of around 33.3 million Axington shares at 18 Singapore cents per share.

The issue price represents a discount of 14.9 per cent to the volume-weighted average price (VWAP) of 21.1 Singapore cents for trades done on the Singapore Exchange on July 13. This is the last traded closing price on the market day preceding the date of the conditional SPA signed with seller Ng Shing Lay.

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The proposed deal was meant to kickstart Axington's proposed core business change and pave the way for its expansion into the medical and consumer wellness sector.

The firm is looking to change its core business to the provision of medical and consumer wellness services, and investments in medical technology, robotics and artificial intelligence technology applications in the medical and consumer wellness space. It currently provides advisory services, such as internal audit and quality assurance review, as well as strategy and risk advisory.

As at Friday, Axington shares continue to remain suspended since July 27. They last traded at S$0.22 on July 13.