Q&M Dental Group inks Australia, Thailand deals worth US$113.2 million in pan-Asia push; defers Bursa Malaysia listing

[SINGAPORE] Q&M Dental Group is acquiring dental groups in Australia and Thailand in a combined US$113.2 million push to build a pan-Asia dental company.

In separate bourse filings on Sunday (Jul 12), the group confirmed the two acquisitions and separately said it would defer further steps on its previously announced plan for a secondary listing on Bursa Malaysia, which it first announced in April 2025.

It added that the acquisitions support its long-term strategy of expanding beyond Singapore and strengthening its presence across the Asia-Pacific region.

Q&M will acquire 100 per cent of Experteeth Dental Group, which operates 40 clinics across New South Wales, Victoria, Queensland, Tasmania and the Australian Capital Territory, under six brands including Elevate Dental Group, Lumiere Dental Group and Ace Dental Group, with a clinical team of about 120 dentists.

Separately, it will also take a 51 per cent effective interest in Deezy Q&M Dental Group through a holding structure in which a wholly acquired vehicle, QDD Venture, will hold 49.9 per cent of Deezy directly, plus a further 2.2 per cent through a joint venture company.

Deezy Q&M Dental Group is Thailand’s leading dental care brand with 33 clinics.

The two deals are valued at a combined US$112.7 million. The Experteeth Group acquisition is worth A$119.64 million (US$83.3million), comprising A$64.6 million in cash and A$55 million in Q&M consideration shares.

The shares are issued at S$0.70 apiece, a 25.7 per cent premium to the stock’s volume-weighted average price of S$0.557 on Jul 9, the last full trading day before the sale and purchase agreement was signed.

They represent about 7.4 per cent of Q&M’s existing share capital and are subject to a 15-year moratorium.

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The Deezy Q&M Dental Group transaction is worth 994.5 million baht (US$29.9 million), comprising 700 million baht in cash and 294.5 million baht in Q&M consideration shares.

These shares are also issued at S$0.70 apiece – the same 25.7 per cent premium – and represent about 1.73 per cent of Q&M’s existing share capital, and are also under a 15-year moratorium.

Separately, Q&M will inject about A$30.4 million of equity into Experteeth Group on completion, mainly to repay existing financing facilities and fund expansion.

The Australia deal’s profit guarantee, worth about A$112.6 million over eight years, requires the Experteeth Group’s audited net profit after tax to grow from A$10.3 million in the first year post-acquisition to about A$16.6 million by the sixth to eighth year, backed by an A$8 million escrow account – reducing to A$5.5 million if the first-year target is met.

Founders Jeffrey Gao and Hong Chang, along with six other key dentists, are guarantors under the Australia deal and will enter into 15-year service agreements. The founders will additionally serve as co-chief executive officers of the Experteeth Group under 15-year management agreements, and one is expected to join Q&M’s board as a director, with the other as his alternate.

Pro forma disclosures show the Australia acquisition would lift the group’s earnings per share from S$0.0098 to S$0.0188, but would turn its net tangible asset (NTA) per share negative, from S$0.0589 to a negative S$0.024.

The Thailand deal’s pro forma effect is milder: EPS would rise from S$0.0098 to S$0.0114, while NTA per share would fall from S$0.0589 to S$0.0386.

The group already has an existing presence in Singapore, Malaysia and China, with its China dental assets housed under listed entity Aoxin Q&M.

Thailand and Australia have been flagged as new major anchors for growth, alongside proposed 100 per cent acquisitions in central and southern China through Aoxin Q&M and a “strategic expansion” in Singapore.

Why Australia, why Thailand

The Australia deal carries an eight-year profit guarantee commitment, alongside a 15-year service agreement, a 15-year share moratorium and escrow protection to align vendors with the enlarged group over the long term.

Meanwhile, the Thai transaction includes a six-year profit guarantee commitment, a 15-year service agreement, a 15-year share moratorium and escrow protection, worth 48.74 million baht, with either party facing a break fee of 0.88 per cent of the consideration if the deal’s conditions are not met within six months.

Chief operating officer Raymond Ang said Q&M has eyed the Australian market since its initial public offering in 2009. “The rules for dentists in Australia are very similar to Singapore. It’s a place where we understand the rules, the laws and the financial standards,” he said.

There is also potential in the sheer scale of the Australian market where there are about 20,000 dentists and 8,000 clinics, with even the largest existing dental group there running just over 100 clinics.

Regional and rural areas – mining and farming communities, for instance – offer stronger economics too, with thinner competition and good spending power. These are areas which Experteeth already have a presence in and plan to expand further.

Thailand fits the same Asia-Pacific growth thesis, with the deal’s 15-year service agreement and share moratorium designed to signal long-term alignment between the two groups.

Deezy Q&M Dental Group will continue to be run by its local team under a similar group-practice model and philosophy to Q&M’s own, with Q&M providing capital and strategic know-how rather than taking over day-to-day operations.

Q&M Group chief executive officer Ng Chin Siau said Q&M intends to keep growing across the Asia-Pacific region outside China, naming Japan, the Philippines and Indonesia as untapped markets under consideration for future expansion.

Bursa Malaysia listing on hold

Separately, Q&M’s previously announced plan for a secondary listing on Bursa Malaysia has been deferred.

In a bourse filing, the company said the board will “defer further steps” and continue to consider the listing’s suitability with its advisers, “having regard to prevailing circumstances and the interests of the company and its shareholders”.

The filing itself does not elaborate on the reasons for the deferral.

Ng said Singapore’s new Equity Market Transformation Programme, a S$6.5 billion initiative aimed at making the Singapore stock market more vibrant and attractive for fundraising, is the reason why Q&M now intends to stay focused on Singapore for future fundraising rather than pursue the Malaysian dual listing.

With additional reporting by Derryn Wong