UpHealth Group Limited Completes Transformational Acquisitions and Rebranding

Key Points

• Completion of Major Healthcare Acquisitions: UpHealth Group Limited (formerly Don Agro International Limited) has completed the acquisition of 89.01% of 812 Capital LLC and 11.5% of Center for Innovative Medical Technologies, LLC (CIMT).
• Strategic Business Diversification: The company has transitioned from its previous business focus into the healthcare sector, operating a network of oncology clinics and multifunctional medical facilities across major Russian cities.
• Rebranding and New Identity: The company has officially changed its name from Don Agro International Limited to UpHealth Group Limited, marking a new chapter in its corporate journey.
• Regulatory Classification Change: With these acquisitions, the company will no longer be classified as a cash company under the Singapore Exchange Catalist Rules, eliminating the need for certain regulatory disclosures.
• Leadership Reconstitution: Key members of the management team have been appointed as general directors of the newly acquired entities and subsidiaries.

Detailed Article

UpHealth Group Limited has announced the completion of its transformative acquisitions of significant stakes in 812 Capital LLC (89.01%) and Center for Innovative Medical Technologies, LLC (CIMT) (11.5%). This development follows a series of shareholder approvals, regulatory filings, and corporate actions culminating in the rebranding of the company from Don Agro International Limited to UpHealth Group Limited.

Background and Shareholder Approvals

The acquisitions were meticulously planned and executed over a series of corporate milestones, including:

• Approval of the Proposed Acquisitions, business diversification, and name change at the Extraordinary General Meeting (EGM) held on 28 January 2026.
• The official announcement of shareholders’ approval for acquiring healthcare assets and the subsequent press release on 29 January 2026.
• Implementation of the new company name and trading counter on 31 January and 5 February 2026, respectively.

Completion of Acquisitions

As of 6 February 2026, all necessary conditions precedent for the completion of the acquisitions have been fulfilled, except for a previously required irrevocable letter of credit, which was waived by the relevant party. The main agreements for both the 89.01% stake in 812 Capital and the 11.5% stake in CIMT were executed, transferring these stakes to Tetra, a wholly-owned subsidiary of UpHealth Group Limited.

On 9 February 2026, the Russian authorities registered the transfer of ownership in the Unified State Register of Legal Entities (USRLE). As a result, UpHealth Group, via Tetra, now holds direct interests in 90.01% of 812 Capital and full ownership (direct and indirect) of CIMT. The company has indicated that it will provide updates on the acquisition of the remaining 9.98% of 812 Capital as developments occur.

Business Transformation: New Healthcare Portfolio

The completion of these acquisitions marks UpHealth Group Limited’s shift into the healthcare sector. The enlarged group now operates a network of expert oncology clinics under the “Euroonco” brand in three major Russian cities. Key features of the newly acquired medical assets include:

• Euroonco Clinics: Specializing in advanced-stage cancer treatment, these facilities offer inpatient services, intensive care units, and operating rooms, with a total inpatient capacity exceeding 60 beds.
• Uni Clinic: A multifunctional medical facility with a gross floor area of approximately 7,000 square metres. The facility combines outpatient and inpatient services, including 30 inpatient beds, intensive care units, operating rooms, and an outpatient complex with 70 fully equipped medical rooms.

This substantial expansion positions UpHealth Group Limited as a significant player in the Russian private healthcare sector, particularly in oncology and multi-specialty medical services.

Regulatory Impact and Discontinuation of Cash Company Status

With the completion of these acquisitions, the company will cease to be classified as a “cash company” under Rule 1017 of the SGX Catalist Rules. This change means UpHealth Group Limited will no longer be required to announce monthly asset valuations, cash utilization, or quarterly updates on business milestones, streamlining its compliance obligations and reflecting its new operational business model.

Management and Governance Changes

Following the acquisitions, the group has reconstituted the general directors of the acquisition group:

• Mr. Artur Nazaryan, the company’s Chief Financial Officer, is appointed as general director of 812 Capital.
• Mr. Alexander Kanevsky is appointed as general director of EK Management LLC, which serves as the corporate general director for several subsidiaries, including CIMT, Medicom LLC, Euroonco Samara LLC, Medical Center Nano Medicine South LLC, Rodniki LLC, Tentanda VIA LLC, Uni Medica Ltd, and The Group of Companies Uni Clinic Ltd.

No new directors or key executive officers will be appointed to the parent company or the acquisition group at this stage.

Implications for Shareholders and Potential Share Price Impact

These developments are highly significant and potentially price-sensitive for shareholders:

• The successful acquisitions and business diversification signal a major transformation, potentially increasing the company’s revenue streams and growth prospects.
• The exit from “cash company” status removes regulatory overhang and may enhance investor confidence.
• The company’s new focus on healthcare, especially in the high-demand oncology sector, positions it for robust future growth.
• Further updates regarding the acquisition of the remaining stake in 812 Capital could also impact valuation.

Investors should closely monitor future announcements regarding operational performance, integration of the new businesses, and updates on the remaining stake acquisition.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult with professional advisors before making investment decisions. The information herein is based on the company’s official disclosures and publicly available documents as of the date specified.

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