[SINGAPORE] Mainboard-listed Q&M Dental Group (Singapore) has made a mandatory unconditional cash offer to acquire all the shares it does not already own in its subsidiary Aoxin Q&M at S$0.0321 per share.
In a bourse filing on Thursday (May 1), Aoxin Q&M’s board informed shareholders that Q&M had released the offer document on Wednesday. The board also announced plans to appoint an independent financial adviser to guide its independent directors on the offer.
The offer will close at 5.30 pm on May 28. If fully accepted, Q&M will pay around S$8.1 million for the offer shares.
The development follows Q&M’s recent increase in its stake in Catalist-listed Aoxin Q&M from 33.33 per cent to 50.53 per cent. In line with Rule 14.1 of the Singapore Code on Take-overs and Mergers, Q&M is required to make a cash offer for all remaining shares not already owned, controlled, or agreed to be acquired by the group.
The increase in stake comes after Q&M acquired 87,973,480 shares from Health Field Enterprises Limited (HFEL) under a share security agreement dated Oct 12, 2016, which HFEL had entered into in favour of Q&M.
The transaction was completed at a volume-weighted average price (VWAP) of S$0.0321 per share, based on trades conducted on Apr 22, 2025, the last full market day on which Aoxin’s shares were traded before a trading halt was imposed on Apr 28.
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This acquisition represents a partial settlement of profit guarantee obligations owed by Dr Shao Yongxin, executive director and group CEO of Aoxin, and HFEL under a master agreement dated Nov 13, 2013.
This follows Q&M’s issuance of a letter of demand on Apr 18 to Dr Shao for 72.3 million yuan (S$13 million), arising from shortfalls in profit guarantees. Despite repeated reminders, Dr Shao and HFEL have failed to meet their obligations or propose a reasonable alternative, Q&M said.
Under the share security arrangement, Q&M was entitled to transfer the relevant number of Aoxin shares held by HFEL to an independent third party for sale. Proceeds, after deducting transaction costs, would then be used to cover the shortfall.
However, Q&M said “no suitable third-party buyers were found by the independent third-party despite using its reasonable endeavours”. As a result, the group has opted to acquire the 87,973,480 Aoxin shares from HFEL directly on Apr 30, at S$0.0321 per share, as partial settlement of the outstanding amount.
“Aoxin’s businesses are complementary to the group’s business, and the acquisition of Aoxin shares via the security enforcement is aligned with the group’s strategy to expand its assets and earnings base,” added Q&M.
The group also stated it does not intend to make any material changes to Aoxin’s business operations following the acquisition, and plans to maintain the company’s listing status on the Singapore Exchange.
Shares of Q&M last traded flat at S$0.29 on Apr 30, while shares of Aoxin Q&M last traded at S$0.03 before its trading halt on the morning of Apr 28.
On Thursday evening, Aoxin requested to lift its trading halt.
