[SINGAPORE] A privatisation offer for medical services company Singapore Paincare has fallen through, as the offeror, Advance Bridge Healthcare, was unable to satisfy the conditions of the scheme of arrangement by its expiry date of Nov 27.
The companies added on Friday (Dec 5) that the credit facilities between Advance Bridge Healthcare, a management consultancy for healthcare services, and UOB also lapsed after Nov 27.
Therefore, the confirmation that the offeror possesses sufficient financial resources to satisfy in full the aggregate scheme consideration payable for all the scheme shared to be acquired has lapsed.
The cut-off date to satisfy the scheme conditions will not be extended, as Advance Bridge Healthcare does not have available assets, funds or collateral to support a fresh financial resources confirmation, and does not expect that it will be able to secure alternative sources of funding to do so.
The company had in May offered to privatise Catalist-listed Singapore Paincare at S$0.16 per share, representing a premium of 27 per cent over its last traded price then. But it was below its initial public offering price of S$0.22 per share in 2020.
The deal drew attention in August when the Securities Investors Association (Singapore), or Sias, flagged breaches of rule 8.6 on the code of takeovers and mergers, after Singapore Paincare shareholders received WhatsApp messages signed by its chief executive officer and chief operating officer prior to a meeting where they would vote on the privatisation.
One message summarised the offer and encouraged support for the delisting, and another reminded them of the proxy form deadline. Sias had called for the scheme meeting to be postponed and asked shareholders to resubmit their proxy forms.
Shares of Singapore Paincare last traded at S$0.159 on Nov 25, before a trading halt. Trading will resume on Dec 8.
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