Talk Med

[weijian]

TM@44cents

Extracted clause 6.6 on Switch Offer

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.

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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 ... 

Hi ¯|_(ツ)_/¯

The BOD of every listed company has the fiduciary duty to maximize shareholders' interest when the company is "in play". So it is not whether any commitment has been given but whether there is a competing and superior alternate offer or not.

But talk of some deal started since 8months ago. So if there are other interested parties, it should have surfaced earlier as I assume no one will want a public auction against one ultimately backed by Temasek's billions.

For all we know, 65equitypartners whom presented the offer in Dec may not have the ones whom Dr Ang was talking to back in April. After all, the local M&A scene is probably relatively small and hence well connected, I suppose.

[¯|_(ツ)_/¯]

TM@44cents

Thanks WJ and I agreed that 8 months expression of interest is quite long and eventually, it is Temasek backed company that made the current offer.


Granted Singapore had been a successful medical hub for the region and TalkMed - being the well know for it's founding doctors - help to secured Singapore as a medical hub all these while.

I noted that local M&A scene is small and I couldn't help but thinking what if this goes beyond local aka beyond Singapore?

Relax...


Gratitude!