Sias calls on Singapore Paincare to clarify actions after failed privatisation bid

[SINGAPORE] The Securities Investors Association (Singapore), or Sias, called on medical services company Singapore Paincare to clarify its actions after its privatisation bid failed earlier this month.

The move is in light of the impact the collapsed deal has on minority shareholders and Sias called on the board of directors of Singapore Paincare to provide greater clarity and transparency.

The association referred to the lack of “available assets, funds or collateral” from the offeror, Advance Bridge Healthcare, to support a fresh financial resources confirmation.

The company in May offered to take the Catalist-listed Singapore Paincare private at S$0.16 per share – a premium of 27 per cent over its last traded price then, but below its 2020 initial public offering price of S$0.22 per share.

The deal drew unwanted attention in August this year, when Sias flagged breaches of the Code on Take-overs and Mergers, after Singapore Paincare shareholders received WhatsApp messages signed by its CEO Dr Bernard Lee and chief operating officer Dr Jeffrey Loh before a privatisaton vote.

The pact collapsed on Dec 5 as credit facilities between Advance Bridge Healthcare – a management consultancy for healthcare services – and UOB lapsed after Nov 27.

The cut-off date to satisfy the scheme conditions was not extended, as Advance Bridge Healthcare also did not expect that it would be able to secure alternative sources of funding to do so.

Five key queries from Sias

Sias asked for “concrete steps” taken since Aug 27, as well as details on whether the offeror made “reasonable effort” and explored “all viable options” to reconvene the adjourned meeting and/or try to extend the expiry of the scheme to allow shareholders to vote on it.

Sias also questioned if the Singapore Paincare board was aware that the credit facilities agreement was going to lapse after Nov 27, given that Advance Bridge Healthcare in May had said that it had sufficient financial resources.

The takeovers and mergers communications breach was also brought up. Sias queried if the Singapore Paincare board investigated any potential breaches beyond the WhatsApp messages and if any follow-up actions were required with relevant authorities.

It also asked for updates on Singapore Paincare’s strategic direction and prospects. A question was highlighted on how the company’s board will “reconcile the forward-looking statements” in its recently released annual report with its “communications to shareholders over the past year” and during the now-lapsed offer.

“Sias is concerned that the circumstances surrounding the lapse of the offer may set an undesirable precedent for the conduct of takeovers and schemes of arrangement,” it said.

“Transparency, accountability and the fair and equal treatment of shareholders are fundamental principles of the Take-over Code and good corporate governance.”