Hyphens Pharma has entered into two sale and purchase agreements (SPAs) with IREG Solution and Lee Pak Hsiung, to acquire the remaining 58% of the share capital of Ardence Pharma, according to a release dated Oct 17.
At present, the Singaporean speciality pharmaceutical and consumer healthcare group has a 42% stake in Ardence Pharma after it completed its acquisition of Novem Sciences on Dec 3, 2021. At the time, Novem Sciences had a 42% stake in Ardence Pharma.
Following the proposed acquisition, Ardence Pharma will become a wholly-owned subsidiary of Hyphens Pharma.
Under the proposed terms of the SPAs, the sale and purchase of the 58% stake, comprising 116,000 shares, will be completed in three tranches.
The first tranche representing 23% of the share capital of Ardence Pharma for a total consideration of RM6,422,634.32 ($1.86 million) is to be completed by the third business day following the date of the SPAs.
The second tranche of 34,000 sale shares representing 17% of the share capital of Ardence Pharma is to be completed on the tenth business day following the expiry of 45 days from the issuance of the audited accounts of Ardence Pharma for the financial year ending Dec 31, 2024.
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The final and third tranche of 36,000 shares representing 18% of share capital of Ardence Pharma is to be completed on the tenth business day following the expiry of 45 days from the issuance of the audited accounts of Ardence Pharma for FY2025, or where deferred by IREG in exercise of its rights in the event that the ebitda for FY2025 is lower than the ebitda for FY2024, the audited accounts of Ardence Pharma for FY2026.
Following the completion of the first tranche, the group’s stake in Ardence Pharma will be increased to 65% from 42%.
According to the group, this proposed acquisition presents a strategic opportunity to acquire a portfolio of businesses with a good management team which is financially attractive from a revenue scale and earnings accretion perspective.
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It will also provide access to new brand principals, products and customers that will enhance and enlarge the group’s revenue and profit, as well as strengthen its presence in the Malaysia market. The group says that this will accelerate its growth in the medical aesthetics sector.
Lim See Wah, executive chairman and CEO of Hyphens Pharma, says: “With the proposed acquisition, Ardence Pharma will become a wholly-owned subsidiary of the group and will help to grow our revenue and profit while strengthening our presence in Malaysia. More importantly, it will help to boost and grow our medical aesthetics business with its regional expansion plans and robust pipeline of quality clinically-proven aesthetic products. Continuing to invest and growing our medical aesthetics business will help bolster our leadership position in skin health for Southeast Asia.”
Shares in Hyphen Pharma closed flat at 28 cents on Oct 17.
