SINGAPORE - Catalist-listed JCG Investment Holdings is proposing to acquire 51 per cent of the shares in Beverly Wilshire Medical Centre, a Malaysia-based medical aesthetics group, for a minimum of RM13.77 million (S$4.59 million) and up to RM15.3 million (S$5.1 million), by issuing new shares and warrants.
The chairman of Beverly Wilshire Medical Centre Group, Ng Tian Sang, will be appointed non-executive chairman of JCG upon completion of the acquisition.
Mr Ng has also committed to subscribe for a private cash placement of up to $1 million into JCG, to "further undergird his confidence and commitment in this strategic partnership", JCG said.
Meanwhile, Mr Ng's son, Howard Ng How Er, will be appointed an executive director of JCG upon completion of the acquisition.
JCG, which operates trading and distribution, aesthetic medical and investment businesses, said on Tuesday that it entered into sale and purchase agreements with the shareholders of the Beverly Wilshire Medical Centre Group on May 16.
To fully pay for the acquisition, JCG will issue up to 2.55 billion new shares at 0.2 cent apiece, as well as issue 180 million new unlisted warrants exercisable into 180 million new ordinary shares in JCG at an exercise price of 0.2 cent per warrant.
The issue price of 0.2 cent per share represents the volume weighted average price based on the trades done on the shares on the Catalist board on May 15, being the market day before the date of the share and purchase agreements.
Beverly Wilshire Medical Centre Group's book value and net tangible liabilities value was RM537,000 as at Dec 31, 2018, while the net loss of the target entities was around RM2.4 million for the financial year ended Dec 31, 2018.
Despite the target entities being loss-making on a combined basis, JCG said that their business and commercial activities are "synergistic with and complementary to" JCG's existing medical aesthetics and healthcare business.
JCG said the proposed acquisition will also allow it to expand its medical aesthetics line into the Malaysian markets, in which it currently does not have a presence, and is expected to provide the group with new revenue streams.
JCG's interim executive chairman and CEO, Ang Kok Huan, said the proposed acquisition is part of the group's overall strategic plan to rebuild its health business.
"The medical aesthetics and healthcare businesses remain an industry segment in Greater China and South-east Asia with strong growth potential," Mr Ang said in a press release on Tuesday.
Beverly Wilshire is comprised of Malaysia-incorporated companies specialising in medical aesthetic treatments, healthy ageing wellness and regenerative therapies, cosmetic surgery, dental aesthetics and hair restoration.
It manages and operates two fully-licensed medical centres and two licensed clinics, said JCG.
JCG on Tuesday morning requested for the lifting of the trading halt on its shares. It was last traded at 0.2 cent on May 16.