The total purchase consideration will be satisfied by a mixture of cash and shares. This includes a S$15,000 cash payment upon the signing of the agreement; S$189,120 by the issuance of 480,000 shares in HC Surgical upon Dr Goh's employment, at an issue price of 39.4 Singapore cents per share; and a S$560,880 cash payment on Dr Goh's employment date.
The purchase consideration was arrived at on a willing-buyer-willing-seller basis,"taking into account the future potential of GMHES and the synergistic benefits for the group", said HC Surgical. Subject to completion of the proposed acquisition, HC Surgical will enter into a separate sale-and-purchase agreement to buy the remaining 49 per cent stake of GMHES at a later stage. This is to occur by Nov 1, 2024 or such other date to be agreed between GMH Surgical, Dr Goh and HC Surgical.
The additional shares will be purchased at an amount that is 49 per cent of 10 times the audited profit after tax of GMHES, for the financial year ending May 31, 2024. This consideration was arrived at based on arm’s length commercial discussions among the three parties,"after considering factors including potential earnings and the synergies between GMHES, Dr Goh and the group," said HC Surgical.
HC Surgical shares closed down three Singapore cents or 7.14 per cent at S$0.39 on Monday before the news.