Zylox-Tonbridge Medical Technology Co., Ltd. Announces Major Step in Overseas Expansion with Further Acquisition of German Target Company

Key Summary

• Company: Zylox-Tonbridge Medical Technology Co., Ltd. (Stock Code: 2190)
• Transaction: Exercise of call option for an additional 11% equity interest in a German medical technology company (“Target Company”), with a binding obligation to acquire the remaining 40% by the first half of 2028.
• Deal Value: Aggregate consideration for the option and further acquisition is up to EUR 41.17 million (approx. RMB 326.22 million).
• Market Impact: After the option exercise, Zylox-Tonbridge will control 60% of the Target Company, making it a consolidated subsidiary.
• Regulatory Context: Transaction is classified as a discloseable transaction under HKEx Listing Rules (exceeds 5% but less than 25%), requiring public disclosure but not shareholder approval.

Deal Structure and Timing

On March 17, 2026, Zylox-Tonbridge issued an Exercise Notice to acquire an additional 11% in the Target Company, following previous acquisitions that brought its stake to 49%. Upon completion, Zylox-Tonbridge’s holding will rise to 60%, making the Target Company its subsidiary and enabling consolidation of financial results. A binding commitment obliges Zylox-Tonbridge to purchase the remaining 40% by 1H 2028, ultimately reaching full ownership.

Financial Terms and Consideration

• 11% Equity Interest: EUR 4.125 million (up to EUR 5.17 million subject to adjustments for working capital, net debt, etc.).
• Remaining 40% Equity Interest: Up to EUR 36 million, also subject to customary adjustments.
• Total Consideration: Up to EUR 41.17 million (approx. RMB 326.22 million).
• Payment Terms: All cash payments, funded from internal resources. Adjustments will be settled within five business days after finalization of financials.

Strategic and Operational Rationale

1. Significant Milestone in Global Expansion: This acquisition demonstrates Zylox-Tonbridge’s commitment to the European and global medical technology markets, accelerating its internationalization strategy and broadening its product reach.
2. Integrated Commercial Platform: The deal combines Zylox-Tonbridge’s and the Target’s sales networks, fostering faster global adoption of innovative vascular solutions and leveraging strong relationships with European medical experts to speed up clinical and product launches.
3. Manufacturing and Operational Synergies: Integration of advanced production capabilities across China and Germany is expected to enhance quality, operational efficiency, and supply chain reliability, especially for European and international markets.
4. Unlocking R&D Capabilities: The acquisition positions Zylox-Tonbridge to scale high-efficiency research and development on a global level, supporting a pipeline of innovative products.

Background of the Target Company

• Location: Germany
• Major Subsidiary: Optimed Medizinische Instrumente GmbH (“Optimed”), specializing in minimally invasive vascular and endourology devices.
• Product Portfolio: One of the most comprehensive ranges in the peripheral venous stenting market, including devices for iliofemoral veins, iliac bifurcation, vena cava, and aorta. The brand enjoys high global reputation for quality and high-end positioning.
• Financials (Unaudited):
  • 2024 Revenue: EUR 26.2 million; 2025 Revenue: EUR 26.948 million
  • 2024 Net Loss after Tax: EUR 4.12 million; 2025 Net Loss after Tax: EUR 0.772 million (81.3% YoY reduction, indicating strong recovery and future profitability potential)
  • As at December 31, 2025: Total Assets EUR 27.91 million; Net Assets EUR 12.85 million
• Ownership: Currently wholly owned by E-Med Solutions (largest shareholder Hans-Henning von Oertzen owns ~24.02%). All shareholders are independent third parties to Zylox-Tonbridge.

Key Conditions and Timeline for Completion

• Each stage of the acquisition (option exercise and further acquisition) is subject to standard conditions precedent, including approval from foreign investment authorities and the release of any existing debt financing on the Target Company.
• The final acquisition of the remaining 40% equity is expected in the first half of 2028.
• Zylox-Tonbridge will provide further updates on material developments.

Potential Price-Sensitive Information

• Financial Consolidation: The Target Company’s financial results will immediately be consolidated into Zylox-Tonbridge’s upon completion of the 11% acquisition, impacting reported revenues, EBITDA, and net profit/loss.
• Profitability Trends: The Target Company has shown a substantial reduction in losses and is positioned for profitability, which may positively influence Zylox-Tonbridge’s future earnings.
• Strategic Value: The acquisition provides Zylox-Tonbridge a ready-made European platform and established distribution network, reducing the need for greenfield investment and accelerating international growth.
• Future Obligations: The binding obligation to acquire the remaining 40% of the Target Company in 2028 could affect long-term cash flows and capital allocation.
• Execution Risks: Completion of each transaction stage is subject to fulfillment of regulatory and other conditions; there is no absolute guarantee of completion, and delays or non-completion may affect share price.

Conclusion

This acquisition marks a pivotal point in Zylox-Tonbridge’s internationalization strategy, providing immediate access to the European market, a comprehensive product portfolio, and operational synergies across two continents. Investors should closely monitor updates, especially progress on regulatory approvals, integration, and the Target Company’s profitability trajectory, as these will have direct implications for Zylox-Tonbridge’s financial performance and share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The completion of the transaction is subject to various conditions precedent and may or may not proceed as planned. The information is derived from company announcements and may be subject to change.

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