The Company wishes to announce that it has today entered into a binding term sheet ("Term Sheet") with Healthtrends Medical Investments Ltd and its subsidiaries (collectively "Vendors" and individually "Vendor") in relation to the proposed acquisition of the Vendors' respective interests in their operating units in Singapore, Malaysia, Hong Kong and Vietnam ("Proposed Acquisition"), namely Eastlife Pte Ltd, Maxglobe Pte Ltd, The Sloane Clinic (Plastic Surgery) Pte Ltd, The Sloane Group Sdn Bhd, HealthTrends Specialists Pte Ltd, Dermagenesis Sdn Bhd, Astique CliniCentral Ltd, Green Jade Limited, and Truong Giang Investment and Trading Joint Stock Company (collectively "Target Companies").
The Target Companies are engaged in the businesses of:
(a) Medical aesthetics and cosmetic surgery;
(b) Primary care and medical wellness; and
© Distribution of medical products and solutions.
The aggregate consideration for the Proposed Acquisition is S$100 million ("Purchase Consideration"), based on, amongst others, the financials (including the combined proforma profit after tax of the Target Companies for the financial year ending 31 December 2014 being S$6.2 million), business prospects, track record and competencies of the Target Companies.
The Purchase Consideration is to be satisfied by the issue and allotment of an aggregate of 298,635,484 new ordinary shares in the capital of the Company ("Consideration Shares"), at an issue price of S$0.334854 per Consideration Share, on completion of the Proposed Acquisition ("Completion").
The Consideration Shares to be issued and allotted to the Vendors (which in turn will be distributed in specie to the shareholders and convertible loan investors of the Vendors) comprise approximately 76.2% respectively, of the enlarged issued share capital of the Company after Completion but prior to any compliance placement.
The Purchase Consideration may be subject to adjustment dependent on the final valuation of the Target Companies.
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