OUE Limited to Boost Ownership in OUE Healthcare Limited via S\$20.7 Million Share Acquisition

Key Highlights

• OUE Limited, via its wholly-owned subsidiary Treasure International Holdings Pte. Ltd. (TIHPL), has entered into a Share Purchase Agreement (SPA) to acquire 858,412,248 ordinary shares in OUE Healthcare Limited (OUEH) from Browny Healthcare Pte. Ltd. (BHPL).
• The total consideration for the acquisition is S\$20,714,865.71, representing a price of approximately S\$0.024 per share, paid fully in cash.
• Post-transaction, OUE Limited’s effective stake in OUEH will rise from approximately 70.36% to 89.68%.
• The transaction is expected to close on 24 December 2025, subject to any mutually agreed variation in date.
• The acquisition price reflects a discount to OUEH’s last traded weighted average price of S\$0.026 per share prior to the announcement.
• The deal will be fully funded through OUE Limited’s internal resources.
• Following completion, BHPL (an indirect subsidiary of Japan’s ITOCHU Corporation) will no longer hold any shares in OUE Healthcare Limited.
• The existing Deed of Memorandum of Understanding between OUE and BHPL will be terminated after the transaction.

Details of the Transaction

OUE Limited is set to further cement its position as the controlling shareholder in OUE Healthcare Limited (OUEH) by acquiring an additional 19.32% stake from Browny Healthcare Pte. Ltd. (BHPL), a Singapore-incorporated subsidiary of Japan’s ITOCHU Corporation. The agreed purchase price of S\$20.7 million will be paid in cash, and the deal is scheduled to close on 24 December 2025.

The 858.4 million shares being acquired are free from all encumbrances, and OUE Limited will be entitled to all rights, including dividends, attached to these shares after closing.

The price per share (S\$0.024) is at a discount to the S\$0.026 average market price as of the last trading day before the announcement, which could be seen as a positive for OUE shareholders, potentially enhancing value.

Financial Effects and Shareholder Impact

• Pro Forma Financial Effects: The acquisition is not expected to have a material impact on OUE Limited’s consolidated net tangible assets (NTA) per share or earnings per share (EPS). As of 31 December 2024, OUE’s NTA per share was S\$4.16 and its unaudited loss per share was 35.86 Singapore cents.
• Relative Figures and SGX Disclosure: The net profits attributable to the acquired shares represent 6.1% of the Group’s net profits/loss, while the transaction value is 2.4% of OUE’s market capitalization. These metrics mean the transaction is classified as a “discloseable transaction” under SGX rules, but not a major transaction.
• Funding: The purchase will be fully funded by OUE’s internal resources, suggesting no imminent dilution or additional leverage for existing shareholders.
• Post-Transaction Structure: After completion, OUE Limited (via TIHPL) will control nearly 90% of OUEH, consolidating its influence and potentially shaping OUEH’s strategic direction with greater autonomy.

Other Notable Information

• No new directors will be appointed to OUE as a result of this acquisition, and no service contracts are proposed.
• No directors or controlling shareholders of OUE have any interest in the transaction, aside from their indirect interests through OUE’s shareholding structure.
• The SPA document is available for inspection at OUE’s registered office for three months from the date of announcement, offering transparency to interested investors.

What Shareholders Need to Know

• This acquisition at a discount to market price could be seen as value-accretive for OUE shareholders, especially as it increases OUE’s control over a strategically significant healthcare asset in Asia.
• The increased stake may enable OUEH to execute its long-term business plan with firmer backing from its main shareholder, potentially leading to improved strategic alignment and execution.
• The termination of the Deed of Memorandum of Understanding with BHPL signals the end of a previous partnership, consolidating OUE’s influence in OUEH.
• As OUE’s stake exceeds 89%, investors should monitor for any potential future developments, including possible delisting, mandatory general offers, or changes in liquidity for OUEH shares.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult their financial advisors and review all available information before making investment decisions. All financial data and statements are presented as per the company’s public disclosures and are subject to change.

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