Singapore Paincare Holdings Acquires 51% of TS Medical Private Limited: Key Details for Investors

Key Points of the Acquisition

• Acquisition Announcement: Singapore Paincare Holdings Limited (the “Company”) announced on 5 February 2026 that it has entered into a sale and purchase agreement (SPA) to acquire 51% of TS Medical Private Limited (“TSM”) for S\$578,000 in cash.
• Vendor and Employment Agreement: The shares are being purchased from Dr Toh Lim Kai, who will continue as a general medical practitioner at TSM upon completion of the deal.
• Completion Date: The acquisition is expected to close on or before 12 February 2026.
• Business Operations: TSM operates “Doctors for Life Medical”, a general medical clinic based in Singapore’s central business district (CBD), giving Singapore Paincare its first presence in the downtown area.
• Financial Performance of TSM: For the financial year ended 31 December 2024:
  • Net Profit Before Income Tax: S\$248,778
  • Net profits attributable to the acquired 51%: S\$126,877
  • Net Tangible Asset Value and Net Asset Value: S\$680,261; of which S\$346,933 is attributable to the Sale Shares
• Valuation and Funding:
  • Purchase price was negotiated on a willing-buyer, willing-seller basis, at an implied P/E multiple of 6.0x adjusted net profit before tax, which is within the range for similar outpatient medical clinic transactions in Singapore.
  • Funding will be through a mix of IPO and private placement proceeds (S\$200,000) and internal resources.
• Reallocation of Proceeds: The Board has reallocated S\$200,000 (S\$100,000 each from IPO and Placement proceeds) previously earmarked for expanding the range of pain care services to now focus on expanding business operations locally and regionally. All IPO and Placement proceeds for expansion have now been fully utilised or reallocated.
• Status After Acquisition: TSM will become a 51%-owned subsidiary of Singapore Paincare Holdings.

Important Shareholder Information and Price-Sensitive Highlights

• Strategic Expansion: This acquisition marks the Company’s entry into Singapore’s CBD, potentially improving business visibility and client acquisition, which could positively impact future revenue streams.
• Financial Impact: Although the acquired company is profitable, the acquisition represents only 3.05% of the Company’s market capitalisation and 3.47% relative to the Group’s net profit (based on latest figures). This suggests a moderate, but not transformative, impact on the Group’s overall financials.
• Efficient Capital Deployment: The full utilisation of IPO and Placement funds for accretive acquisitions and business expansion demonstrates management’s commitment to growth and prudent capital allocation, which may be viewed positively by investors.
• Regulatory Classification: The transaction is classified as a “non-discloseable transaction” under SGX Catalist Rules, indicating it is not large enough to trigger mandatory shareholder approval or detailed regulatory scrutiny.
• No Director or Major Shareholder Conflict: None of the directors or controlling shareholders have any interest in the transaction, except through their shareholdings in the Company.

Detailed Use of Proceeds

Both IPO and Placement proceeds—originally totalling S\$3.541 million and S\$3.950 million, respectively—have now been fully deployed towards business acquisitions, start-up costs for new subsidiaries, and business expansion, including this latest acquisition. There is no remaining unutilised balance from these proceeds.

Implications for Investors

• This acquisition strategically strengthens the Group’s footprint in Singapore by securing a presence in a prime commercial location, which may lead to new business opportunities and enhance brand recognition.
• The deal’s valuation is in line with industry benchmarks, suggesting a fair transaction that may support long-term shareholder value.
• The Company’s ability to consistently deploy capital into profitable, synergistic ventures could improve investor confidence in its growth trajectory.
• Given the moderate size of the transaction relative to the Group’s overall scale, immediate material impact on earnings per share or share price may be limited. However, the move signifies the Company’s ongoing expansion and growth ambitions, which is a positive signal for medium- to long-term investors.

Conclusion

Singapore Paincare Holdings’ acquisition of a majority stake in TS Medical Private Limited is a strategic move to expand its presence and services in Singapore, particularly in the high-value central business district area. The transaction is financially prudent, fits within the Group’s broader expansion plans, and could contribute positively to future growth, though the immediate impact on financials and share price is expected to be moderate. Investors should monitor the integration and performance of this new subsidiary as an indicator of continued growth and effective capital management.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult a professional advisor before making investment decisions. The information is based on company disclosures as of 5 February 2026 and may be subject to change.

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