HPIL Completes Acquisition of Remaining 18% in Ardence Pharma, Now Holds 100% Ownership

Key News: HPIL has announced the completion of the acquisition of the remaining 18% stake (Tranche 3) in Ardence Pharma Sdn Bhd, making Ardence Pharma a wholly-owned subsidiary of the Group as of 29 April 2026. The transaction marks a significant milestone in the company’s expansion strategy.

Transaction Overview

• Acquisition Completion: Tranche 3 was completed on 29 April 2026.
• Ownership: HPIL now owns 100% of Ardence Pharma Sdn Bhd.
• Consideration: The total consideration for Tranche 3 is RM15,945,133 (approximately S\$5,177,000 at an exchange rate of S\$1.00: RM3.0799). This amount is subject to adjustments as detailed in the Sale and Purchase Agreements (SPAs).
• Funding Source: The acquisition is fully funded through HPIL’s internal resources.

Financial Metrics and Catalist Rules

• Relative Figures: Under the Catalist Rules, the net profits attributable to Tranche 3 Sale Shares represent 9.36% of HPIL’s group net profits for FY2025. When aggregated with Tranche 2 (completed in May 2025), the total is 13.54%.
• Market Capitalisation Impact: The purchase price for Tranche 3 is equivalent to 4.79% of HPIL’s market capitalisation prior to completion (S\$108,074,000 based on 308,870,000 shares and VWAP of S\$0.3499).
• Disclosure Category: As the relative figures for net profits and aggregate purchase price exceed 5% but do not surpass 75%, the transaction qualifies as a “discloseable transaction” under the Catalist Rules. It does not require shareholders’ approval.

Financial Effects of the Acquisition

Net Tangible Assets (NTA) and Net Asset Value (NAV)

• NTA per Share: Decreases from 14.92 S\$ cents to 13.55 S\$ cents after the acquisition.
• NAV per Share: Remains unchanged at 22.68 S\$ cents.
• Book Value & NTA: Both stand at approximately S\$1,022,000 as at 31 December 2025 for Tranche 3 Sale Shares.

Earnings Per Share (EPS)

• EPS Impact: EPS increases from 1.89 S\$ cents to 2.07 S\$ cents, with profit attributable to shareholders rising from S\$5,844,000 to S\$6,403,000, reflecting the incremental profitability from Ardence Pharma.

Other Key Information

• No Share Issuance: The acquisition does not involve the issuance of new HPIL shares.
• No New Directors: No person is proposed to be appointed as a director in connection with this transaction.
• No Related Party Interests: None of the company’s directors, controlling shareholders, or their associates has any interest in the Proposed Acquisition, except through their shareholdings in the company.
• Inspection of Documents: Copies of the SPAs are available for inspection at HPIL’s registered office for three months from the announcement date.

Potential Impact on Shareholders and Share Price Sensitivity

• Full Ownership Synergies: With Ardence Pharma now a wholly-owned entity, HPIL gains full control of operations and future profits, which could strengthen its earnings base and strategic position in the pharma sector.
• EPS Accretion: The acquisition is EPS-accretive, which is generally viewed positively by investors and could have a supportive effect on the share price.
• NTA Per Share Decline: The reduction in NTA per share is largely due to the premium paid over book value for the acquired shares, which is typical in such strategic transactions.
• Funding: The deal is financed through internal resources, indicating HPIL’s healthy cash position and avoiding shareholder dilution.
• Disclosure and Governance: As a discloseable transaction, shareholders are kept informed, though no approval is required. The company emphasizes that investors should remain vigilant and consult professional advisers if in doubt.

Cautionary Statement to Investors

Shareholders and potential investors are advised to exercise caution when dealing in HPIL shares. While this acquisition has been completed, further material developments may impact the company and its share price. Investors are encouraged to monitor future announcements and seek professional advice if necessary.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy, hold, or sell any securities. Readers should conduct their own research and consult with professional advisors before making any investment decisions. The company’s sponsor and the Singapore Exchange Securities Trading Limited (SGX-ST) assume no responsibility for the content of this article.

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