This article first appeared in The Edge Financial Daily on December 19, 2017
KUALA LUMPUR: Singapore tycoon Peter Lim is injecting his healthcare assets, comprising 100% of Thomson Medical Pte Ltd and 70.36% of TMC Life Sciences Bhd, into his real estate company Rowsley Ltd.
Singapore-listed Rowsley announced yesterday that it is acquiring Sasteria Pte Ltd, the owner of Thomson Medical and the controlling shareholder of TMC Life, from Lim for S$1.6 billion (RM4.85 billion).
Lim is also the controlling shareholder of Rowsley, with an indirect 45.36% stake held through Garville Pte Ltd, Garville (Hong Kong) Ltd, Jovina Investments Ltd and Bellton International Ltd.
Thomson Medical is Singapore’s largest private provider of healthcare services for women and children, while TMC Life operates the Tropicana Medical Centre in Kota Damansara.
TMC Life plans to make Tropicana Medical Centre a leading integrated healthcare provider in the Klang Valley by tripling its bed capacity to 600 upon completion of its new wing.
TMC Life has also proposed the construction of the RM1.2 billion Thomson Iskandar Medical Hub on a 4.14-acre (1.68ha) site in Johor. The integrated development includes a 500-bed tertiary hospital, a 400-suite medical tower and a complementary retail space.
The hub will eventually also feature a medical school with research facilities and residences for the elderly.
Rowsley chairman Ng Ser Miang, in a statement yesterday, said that post-acquisition, the group will be one of the largest Singapore-listed healthcare players.
“Both Thomson Medical and TMC Life are well positioned in their respective markets, and the purchase of Sasteria gives us an opportunity to participate in a fast-growing sector.
“The changing demographics in Southeast Asia suggest that private healthcare is poised for a sharp acceleration in growth,” Ng said in the statement issued in Singapore.
The purchase consideration of S$1.6 billion for Sasteria will be satisfied through 21.3 billion new Rowsley shares at the issue price of S$0.075 per share.
Rowsley will also acquire 597.32 million TMC Life warrants in cash, each at a price equal to the volume-weighted average price of the warrants traded on Bursa Malaysia, for the one-month period immediately preceding the date falling four market days prior to the date of the extraordinary general meeting to be convened.
Existing Rowsley shareholders will be offered two bonus warrants for each existing share.
Each bonus warrant has an exercise price of S$0.09. For every bonus warrant exercised, an additional warrant (piggyback warrant) can be exercised on the basis of one piggyback warrant for every one bonus warrant. Each piggyback warrant has an exercise price of S$0.12 per share.
If all the bonus warrants and piggyback warrants are exercised, Rowsley will receive S$850 million and S$1.13 billion of proceeds respectively, which will be used to fund its future growth and working capital.
Rowsley’s extraordinary general meeting is expected to be held in the first quarter of 2018. The group intends to change its name to Thomson Medical Group Ltd, subject to the approval of its shareholders.