Livingstone Health Holdings is proposing to internally reorganise its subsidiaries and acquire the remaining 49% of the total issued share capital of Phoenix Medical Group (PMG) for $1.58 million.
Currently, Livingstone Health owns 51% of PMG, with the remaining 49% owned by Dr Lee Kai Lun, Dr Chua Hsan Cher and Dr Foong Ching Ching — collectively, the counterparties.
The acquisition consideration will be satisfied by the payment of $776,160 in cash and the allotment and issuance of 47,616,465 ordinary shares of Livingstone Health at an issue price of 1.7 cents to the counterparties.
The proposed acquisition is accretive, which is consistent with the company’s strategic plans to expand its primary healthcare segment, the company said in a filing.
The transaction shall take place after the completion of PMG’s internal reorganisation.
Livingstone and the counterparties will incorporate a new company Phoenix Healthcare Solution (PHS) which will be 51% and 49% owned by the company and the counterparties.
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Once PHS is incorporated, PMG and PHS will enter into a share transfer agreement — PMG shall transfer 70% equity interest in PMG Novena, 100% in PMG Thomson and 100% in Ardennes to PHS for a nominal consideration of $1.
Post the reorganisation, PMG Thomson and Ardennes will be wholly-owned by PHS and PMG Novena will be 70% owned by PHS.
Shares in Livingstone Health closed at an unchanged 1.8 cents on July 12.
