Talk Med
TM@42
extension until 2031 - longer than norm. https://links.sgx.com/FileOpen/20211015%...eID=687051 https://drive.google.com/open?id=17-JSLL...Bfb_3U3WRi Gratitude. 
The existing doctors on the BOD already owns >75% and so long they get majority headcount at the meeting, the SOA will pass I suppose.
The Offerer is a PE fund holding other oncology roll-ups. Interesting part is Temasek (via 65 Equity Partners) is already a LP in the fund and will further inject new equity into fund to enable them to do this privatization. Will this be the new trend moving forward? 65 Equity Partners (established in 2021) portfolio: https://www.65equitypartners.com/portfolios/ Post transaction, Talkmed doctors will subscribe for new shares - So this is effectively similar to a mgt buyover with the mgt as concerted parties. Looks like some loophole to circumvent the "concerted parties" definition to have the SOA passed more easily. This also explains why they are using a SOA over VGO. Proposed privatisation of TalkMed Group Limited TW Troy Limited (the “Offeror”), and TalkMed Group Limited (“TalkMed”), a premier provider of medical oncology, stem cell transplant and palliative care in Singapore, today jointly announced the proposed acquisition of all the issued and paid-up shares in TalkMed by the Offeror. The proposed acquisition will be effected by way of a scheme of arrangement (the “Scheme”) in accordance with Section 210 of the Companies Act 1967 of Singapore and the Singapore Code on Take-overs and Mergers. As part of the transaction, 65 Equity Partners, a Singapore-headquartered global investment firm backed by Temasek, will subscribe for shares in Tamarind Health through its Local Enterprise Fund, whose goal is to develop Singapore based regional champions. Mr. Tan Chong Lee, Chief Executive Officer of 65 Equity Partners, said: “We are pleased to support the proposed creation of a premier pan-Asian healthcare provider with high growth potential. This aligns with our mandate of investing in Singapore headquartered businesses with regional aspirations.” https://links.sgx.com/FileOpen/Press%20R...eID=828585
TalkMed @ 46cents
Thanks WJ for highlighting. For me, this is a bad catch... with about 2% annual returns. On one hand, I'm glad that Dr Ang had found it's support/platform to realise his vision/strategy. On the other hand, I couldn't resist the temptation to complain that the offer is too low. I mean, who will compare the offer price to 6th Apr 2024 price and claim that it's more than 20% premium? If we compared the offer price to last friday, 20th Dec 2024 closing price of 44cents, the premium is miserably 4+% The premium is really bad and if this Scheme go thru, then there will be a lot of upset shareholders. Gratitude!
24-12-2024, 10:56 AM
(23-12-2024, 10:14 PM)¯|_(ツ)_/¯ Wrote: TalkMed @ 46cents Hi ¯|_(ツ)_/¯, 6th April 2024 was the date when it was officially announced to the public domain that someone was interested in taking a stake in the company. So why should it be compared to the last Friday, 20th Dec 2024 closing price before the public announcement of the SOA price? Do OPMIs really expect a level playing field?
TalkMed @ 45cents
Thanks WJ. On second thought, it's true that we ought to be grateful of what Dr Ang had been doing. As what we had read so far, Dr Ang has a good vision and plan. Unfortunately, as a TalkMed shareholders, the vision and plan does not pen out as expected.  Sad. But, I guess, I will just take the 2% annual returns and move forward.  Again, as per the info given, looking forward to be a shareholders again when the new TalkMed is listed - hopefully soon.  Dr. Ang Peng Tiam, CEO of TalkMed, said: “This partnership is an extraordinary opportunity to improve care for cancer patients. The combined entity opens up opportunities for collaboration within a bigger oncology network. This means improved access to innovative treatments and a wider range of deep medical expertise. Taken together, this will truly transform the way we treat patients, giving them more options and improved outcomes, in line with Singapore’s ambition as a centre of excellence in oncology.” Gratitude!
Hi ¯|_(ツ)_/¯,
It is most fortunate with 2% annual returns, what you lost is opportunity costs. More than 10years ago, I paid tuition fees at a price of ~annualized 15% loss, to learn that I have no business investing in companies that tap on the unique skill sets of their employees. The uniqueness lies with the special employees and their unique skills, not the company. On VB.com, it was also concluded many moons ago that such listings are just a way for the special employees to derisk - which becomes a heads I win, tails I dont lose scenario for them. So we have to figure out whether the odds are with us when we take the other side of the trade. Most other healthcare related listed entities have shown that it is probably more profitable (with lower risk) providing services/consumables/real estate to these specialists instead.
Merry Christmas WJ and valuebuddies.
![[Image: christmas_helsinki_index.jpg]](https://www.finland-holiday.com/images/christmas_helsinki_index.jpg) (Credit: https://rove.me/to/finland/christmas-markets) TM@45cents For the case of TM, I placed my bet on Dr Ang because I trusted him as a good person with integrity. I trusted that he would take care of his shareholders. BTW, TM only has 884 shareholders and I'm (still) proud to be one now. I do acknowledge that TM has a (very) high key man risk which came true back in 2017.  Of course, this incident has real impact to TM operations and my job is to gauge the extend of the damage. My conclusion is not major and TM result should recover in mid terms. And then C19 hit hard and due to travel ban and home isolation, TM suffered another setback. In particular, at that time, all the R&D was focusing on mRNA for C19 vaccine.  I continue to watch how Dr Ang managed the P&L and was rather surprised that he started to shutdown plants and diverse his projects/initiatives. I sensed that something is not right but just brushing them off as I thought that he just wanted to re-group and optimise his projects for better margins. After all, if you continue to see projects does not provide the anticipated profits, you will feel demoralised, right? The moment, I noticed that TM sold HK business. My antenna was up. I knew that there was "indication of interest" one month earlier but I could not figure out why Dr Ang sold his HK business - one of his pet project one month after someone expressed "indication of interest". Weird. Of course, now I suspect that selling HK business could potential be a trigger point to realise Dr Ang and his partners Singapore’s ambition as a centre of excellence in oncology. While I did not know exactly why selling HK business could be a trigger point but the timing seems to be mmm.... Put it this way, HK business is something Dr Ang takes a lot of time / energy to build up. Granted, HK is no longer (or at least perceived as no longer) a financial hub but it's definitely a gateway to China. Dr Ang also has spend a lot of time / energy in China directly too. Although I'm not happy with the 2% return but from the bottom of my heart, I wish Dr Ang success as his success would means a success for Singapore and Singaporean too. Gratitude!
TalkMed@44cents
TalkMed is a good company with an exceptional capable and entrepreneur founder. With this simple fact, I decided to sit on my shares until I really need to sell off. Reason being: 1. The pegging of 20% premium based on Apr 2024 seems not correct. I know and I am well aware that that the announcement "Corporate Disclosure" was made on 6th April 2024 10:45am, extracted: Quote:The Board of Directors (the "Board") of TalkMed Group Limited (the "Company") wishes to announce that the Company has received indication of interest from persons who are considering acquisition of a stake in the Company. The discussions are preliminary at this stage and there is no assurance that The same announcement was made almost every month until 23 Dec 2024 7:25am - when the Scheme of arrangement was released. I know and understand how the offer was pegged based on the undisturbed price on 5th April 2024, but I sense that something is not correct. However, I'm not able to put a finger on what's wrong with pegging on 5th Apr 2024 price. May it it's my emotion and sentiment after calculated about 2% gain if I took up the offer at 45.6 cents that made me think that the "undisturbed price" on 5th Apr 2024 is not fair? I cautious myself not to get too emo 2. By reading the 23 Dec announcement, I couldn't help but feel that the scheme was drafted with lots of conditions and also exit/termination clauses. I mean, when I read thru the scheme first time, it strike me that the offerer is very careful to indicate the various scenarios and/or conditions that the scheme could failed. The parting fees and details was part of the announcement too. Again, I'm not able to put my finger or may be I think too much. But, it really pop up in my face that the offerer had thought thru and narrated down the various possibility of the scheme won't go thru and the next action steps. Well, it's a well drafted document - that's all I can say for now. 3. Refer to the 23 Dec announcement clause 4 on Rationale for the scheme, extracted here: Quote:4. RATIONALE FOR THE SCHEME When I first read the announcement, again, it's gives me a feeling that there are more (more legs) to this Scheme. The offer took pain to draft out the benefits for this scheme - which to me is rather comprehensive (and excessive). I paused and asked myself a question. Why? Why so deliberate. Why kept mentioning the need to promote Singapore as a hub for medical tourism? Especially, Singapore already seen as a hub for medical tourism. Why why why? Something is happening and the person who drafted the announcement wanted to convey somethings... mmm.... Let me think further... Gratitude! Enjoy: Nothing compares to you.
continue...
Repeat: TalkMed is a good company with exceptional capable founder and I decided to hold on to the stock and see any expected-unexpect event unfold 4. Delisted so that it could be re-listed again? Quote:As part of its long term growth strategy, the combined entity may consider the option of a future listing on the SGXST. I'm not sure about you. I was pleasantly surprised that as part of long term strategy, TalkMed would be re-listed. And, not in any other stock exchange but SGXST again. I don't know about you but I see this as a display of confidence on the performance of privatized business. Side track a little bit, there was a stock (Aztech) which was delisted and then re-listed in SGX. I can't tell you what is the yield but I can tell you that it's a multi-baggers. Basically, for those didn't take up the delist offer, was given the private shares and subsequently, given a large sum of money plus the new Aztech shares. It's really nice gesture. Back to TalkMed, I doubt that we could keep the private shares as this is a SOA. So, bottomline, if the SOA go thru, we would expect another listing in SGXST as part of it's long term strategy. 5. Break fee. TalkMed agrees to pay max $6m for cost and expenses incurred by Offerer. Extracted clause 10.5: Quote:the Company agrees and undertakes that it shall compensate the Offeror for any and all costs and expenses incurred by or on behalf of the Offeror in connection with the Acquisition and/or the Scheme (including, without limitation , the fees and disbursements of counsel, auditors and advisers engaged by or on behalf of the Offeror in connection with the Acquisition and/or the Scheme) (the "Offeror Transaction Costs"), subject to a maximum amount of S$6,104,986.0510 ... Self explanatory. 6. Let me extract what various stakeholder said on the SOA - which to me really .... Mr. Tan Chong Lee, Chief Executive Officer of 65 Equity Partners (Temasek backed), said: “We are pleased to support the proposed creation of a premier pan-Asian healthcare provider with high growth potential. This aligns with our mandate of investing in Singapore headquartered businesses with regional aspirations.” Mr. Simon Chuk, Director of the Offeror, said: “We are committed to supporting healthcare organisations that are making a tangible difference in addressing critical patient needs and gaps in care in oncology. TalkMed has established itself as one of the leaders in medical oncology with an exceptional team of medical professionals and we are excited to be partnering with them.” Not many valuebuddies vested in TalkMed as it's not a value-investing stock. I'm also rather surprised to be vested in TalkMed too and looking forward to see how it stories unfold. Enjoy: Daughter of Heaven song Gratitude!
TM@44cents
Extracted clause 6.6 on Switch Offer Quote:6.6 Switch Option. 3 "Competing Proposal" means any offer by any person other than the Offeror involving (a) a sale, conveyance, transfer, assumption or other disposal of any direct or indirect interest in all or substantially all of the assets, business and/or undertakings of the Group; (b) a general offer for the Shares; © a scheme of arrangement involving any of the entities in the Group which are material to the Group or the merger of any entities in the Group which are material to the Group with any other entity (whether by way of joint venture, reverse takeover bid, dual listed company structure or otherwise); (d) any other arrangement having an effect similar to any of (a) to ©; or (e) a transaction or series of related transactions which would or is reasonably likely to preclude or restrict the Acquisition and/or the Scheme. For the purpose of this definition, a Competing Proposal will be deemed to be for all or substantially all of the assets, business and/or undertakings of the Group if the relevant assets, business and/or undertakings in question constitute a "material amount" as defined in Note 2 to Rule 5 of the Code. The first time I read TalkMed SOA clause 6.6, I thought.... But after a bit of thinking, this unlikely happen as it's clear that the doctors had already given their commitment, so ... Enjoy: TalkMed Gratitude!
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