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HC Surgical to acquire remaining 30% stake in subsidiary Julian Ong Endoscopy & Surgery
HC Surgical Specialists (HCSS) on Friday said it has agreed to acquire the remaining 30 per cent stake of Julian Ong Endoscopy & Surgery (JOES), but the transaction is subject to certain conditions.
HC Surgical said it entered into a sale and purchase agreement (SPA) to amend the terms relating to the acquisition of the balance sale shares under the 2019 agreement.
It noted that as the Singapore Medical Council Disciplinary Tribunal is presently investigating a complaint lodged against Dr Ong, the acquisition will be conditional upon the outcome of the investigation.
Under the 2019 SPA, the acquisition was to be completed by Oct 31, 2021.
Following Singapore Medical Council' s investigation, HC Surgical has amended the terms of agreement such that if Dr Ong is allowed by SMC to continue his medical practice, the company will buy the remaining shares after one year from the date of the investigation' s outcome.
If Dr Ong is suspended for up to three years, the company will buy the remaining shares after one year from the end of the suspension.
An amendment was also made to the employment terms of Dr Ong which initially called for a 10-year period starting April 1, 2017.
The new version will see his employment extended by Dr Ong working for a period of eight years from the date of the outcome in the event where he is allowed to continue his medical practice. If Dr Ong' s medical registration is suspended for up to three years, the employment may be suspended during this period at the company' s sole discretion, and shall be further extended by him working for a period of eight years in addition to the suspension period.
If the outcome does not fall under the two aforementioned scenarios, HC Surgical will have the right to consider its options under the terms of Dr Ong' s existing employment contract.
Should the proposed acquisition proceed, the total purchase consideration for the balance sale shares will be an amount that is 10 times the audited profit after tax of JOES, after adjustments to exclude the expenses incurred in the form of the facility management fee, as well as Dr Ong' s profit-share under the terms of his employment contract, if any, for the one-year period commencing from the month after the outcome if Dr Ong' s registration is not suspended, or the month after the end of the suspension period, as the case may be, multiplied by 0.3 times.
HC Surgical said the purchase consideration will be satisfied in full with 50 per cent paid in cash to the vendors in proportion of their shareholdings in JOES on the completion date and the issuance of new shares equivalent to 25 per cent of the purchase consideration. The remainder will be paid in cash to the vendors two years after the completion date.
The purchase consideration purportedly also took into account the future potential of JOES, the synergistic benefits for the group, the results of Dr Ong' s defamation suit against Serene Tiong, as well as the structure of the purchase consideration in tranches and the put options.
The aggregate cash payment will be funded by internal resources.
HC Surgical said the acquisition is in line with the group' s long-term plans for growth, and that the working relationship between Dr Ong and the group will be enhanced. This will further improve the profitability of JOES, which will in turn also benefit the company.
Dr Ong has undertaken to the company in respect of the consideration shares not to sell, contract to sell, realise, assign, transfer, pledge, grant any option to dispose of or enter into any agreement that will directly or indirectly constitute or will be deemed as a disposal of any part of the shares.
1 million shares transfer in auction @ 0.34
HC Surgical shareholder files appeal after failed bid to sue chief executive
MINORITY shareholder Serene Tiong has lodged an appeal after the Singapore High Court dismissed her application to sue HC Surgical Specialists' (HCSS) chief executive Heah Sieu Min for alleged breach of duties.
HCSS said it will continue to liaise with its legal adviser in relation to the appeal and shall not comment further, except for updating shareholders when there are material developments on the case, the company said in a bourse filing late on Monday night.
Last week, the court dismissed the application by Ms Tiong, who held 100 shares in HCSS as at April 30, to bring legal action in the name of the medical services group.
The court also ordered her to pay costs of S$10,000 plus " reasonable disbursements" each to the company and Dr Heah, HCSS said on Thursday.
In May, Ms Tiong alleged that Dr Heah, who is also executive director, had breached his duties as a director in relation to the acquisition of an additional stake in Julian Ong Endoscopy & Surgery late last year.
HC Surgical' s half-year earnings slide 73.6%
HC Surgical Specialists posted a 73.6 per cent decline in net profit to S$1.3 million for the six months ended May 31, 2020, from S$5 million a year ago.
The Catalist-listed medical services group said in a regulatory filing on Tuesday evening that its results took a hit from Singapore' s Covid-19 " circuit-breaker" measures, which were in place during the last two months - April and May - of the reporting period, as well as from a number of non-operating items.
Earnings per share stood at 0.88 Singapore cent for the second half, down from 3.39 cents in the previous corresponding period.
Revenue fell 29.4 per cent to about S$7 million, from S$9.8 million in the year-ago period.
For the full year ended May 31, 2020, net profit more than halved to S$3.5 million, from S$7.2 million. Revenue was down 8.7 per cent to S$16.7 million.
The drop in full-year revenue was primarily due to the disposal of investments in two subsidiaries - HMC Medical in July 2019 and CTK Tan Surgery in September 2019 - as well as the " circuit-breaker" measures.
There was an almost S$2 million fair-value loss on financial assets at fair value through profit or loss, primarily due to a drop in the share price of Catalist-listed Medinex, in which HC Surgical holds a direct stake of 22.92 per cent and a deemed interest of 9.5 per cent.
A final dividend of 0.7 Singapore cent per ordinary share was recommended for FY2020, down from FY2019' s final dividend of 1.2 cents per share.
The payout date and books closure date will be announced later if the proposed final dividend is approved at the upcoming annual general meeting on Sept 29.
Last month, HC Surgical surgeon Julian Ong' s registration as a medical practitioner was made conditional for a period of 18 months from June 18 or until the conclusion of an inquiry or proceedings against him, whichever is sooner.
Dr Ong, whose private practice is a 70 per cent-owned subsidiary of HC Surgical, is the subject of a Singapore Medical Council complaint, which progressed to a disciplinary tribunal in May.
HC Surgical in May also disclosed that it had formed a litigation committee and was liaising with its legal advisers in relation to an allegation by minority shareholder Serene Tiong, whom Dr Ong had separately sued for defamation unsuccessfully in his personal capacity. Ms Tiong claimed that the company' s chief executive officer and executive director Heah Sieu Min breached his duties as a director in relation to the group' s acquisition of an additional 19 per cent interest in Dr Ong' s private practice in late-2019.
Last:0.315 Vol:101k 
-0.005
buy n keep to hibernate
exit 60+c
gd luck dyodd
-0.005buy n keep to hibernate
exit 60+c
gd luck dyodd
HC Surgical: Minority shareholder wants to sue CEO on behalf of the firm
TUE, MAY 12, 2020 - 5:50 AM
Singapore
HC SURGICAL Specialists (HCSS) has constituted a litigation committee and continues to liaise with its legal advisers in relation to an allegation by minority shareholder Serene Tiong, whom the group' s surgeon Julian Ong had separately sued for defamation unsuccessfully in his...
https://www.businesstimes.com.sg/companies-markets/hc-surgical-minority-shareholder-wants-to-sue-ceo-on-behalf-of-the-firm
Is this the company that appeared in the new recently?
Chiong ah!
The board of directors (the &ldquo Board&rdquo or &ldquo Directors&rdquo ) of Q & M Dental Group (Singapore) Limited (&ldquo Q & M&rdquo or the &ldquo Company&rdquo , and together with its subsidiary, the &ldquo Group&rdquo ) refers to the announcement (&ldquo Previous Announcement&rdquo ) made on 23 April 2020 in relation to the Proposed Transactions (as defined in the Previous Announcement), and wishes to clarify the Previous Announcement to the extent set out in this announcement. Information on Acumen Holdings set out in paragraph 3 of the Previous Announcement should read as follows: Acumen Holdings Acumen Holdings is a private company limited by shares incorporated in Singapore on 6 February 2018. The principal activity of Acumen Holdings is that of an investment holding company. As at the date of this announcement, the directors of Acumen Holdings are Pong Chen Yih (Feng Zengyu) and Tan Lee Meng and the top 3 shareholders of Acumen Holdings are Tan Lee Meng (approximately 37.0795.1%), HC Surgical Specialists Limited (approximately 6.12%) and Shinex Capital Pte. Ltd. (approximately 6.12%). The balance approximately 50.68% shareholding in Acumen Holdings are held by 23 shareholders.and Novus Corporate Finance Pte. Ltd. (4.9%).
The board of directors (the &ldquo Board&rdquo or &ldquo Directors&rdquo ) of Q & M Dental Group (Singapore) Limited (&ldquo Q & M&rdquo or the &ldquo Company&rdquo , and together with its subsidiary, the &ldquo Group&rdquo ) refers to the announcement (&ldquo Previous Announcement&rdquo ) made on 23 April 2020 in relation to the Proposed Transactions (as defined in the Previous Announcement), and wishes to clarify the Previous Announcement to the extent set out in this announcement. Information on Acumen Holdings set out in paragraph 3 of the Previous Announcement should read as follows: Acumen Holdings Acumen Holdings is a private company limited by shares incorporated in Singapore on 6 February 2018. The principal activity of Acumen Holdings is that of an investment holding company. As at the date of this announcement, the directors of Acumen Holdings are Pong Chen Yih (Feng Zengyu) and Tan Lee Meng and the top 3 shareholders of Acumen Holdings are Tan Lee Meng (approximately 37.0795.1%), HC Surgical Specialists Limited (approximately 6.12%) and Shinex Capital Pte. Ltd. (approximately 6.12%). The balance approximately 50.68% shareholding in Acumen Holdings are held by 23 shareholders.and Novus Corporate Finance Pte. Ltd. (4.9%).
can buy?
many med stocks up today
many med stocks up today
Joelton ( Date: 21-Apr-2020 09:25) Posted:
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HC Surgical brings on board specialist surgeon in acquisition
MON, APR 20, 2020 - 7:46 PM
HC Surgical Specialists has entered a sale-and-purchase agreement for a new endosocopy and surgery business that will be managed by specialist surgeon Goh Minghui, with whom the company has signed a service agreement, the Catalist-listed company said on Monday after the market close.
HC Surgical is acquiring a 51 per cent stake in GMH Endoscopy & Surgery Pte Ltd (GMHES) for a total purchase consideration of S$765,000, from GMH Surgical Pte Ltd - which is wholly-owned by Dr Goh - and Dr Goh herself.
GMHES was incorporated on March 17 and has yet to start operations. Following the completion of the proposed acquisition, GMHES will become a subsidiary of HC Surgical. Its principal activity will be providing endoscopic procedures and general surgery services, with a focus on colorectal procedures, which is aligned with the group&rsquo s core business.
HC Surgical has also signed a service agreement with Dr Goh, who has worked in public hospitals for over 13 years and is currently a consultant surgeon in Singapore General Hospital' s department of colorectal surgery. She will manage GMHES for at least 11 years.
With the addition of Dr Goh, HC Surgical now has six specialists.
The total purchase consideration will be satisfied by a mixture of cash and shares. This includes a S$15,000 cash payment upon the signing of the agreement S$189,120 by the issuance of 480,000 shares in HC Surgical upon Dr Goh' s employment, at an issue price of 39.4 Singapore cents per share and a S$560,880 cash payment on Dr Goh' s employment date.
The purchase consideration was arrived at on a willing-buyer-willing-seller basis, " taking into account the future potential of GMHES and the synergistic benefits for the group" , said HC Surgical.
Subject to completion of the proposed acquisition, HC Surgical will enter into a separate sale-and-purchase agreement to buy the remaining 49 per cent stake of GMHES at a later stage. This is to occur by Nov 1, 2024 or such other date to be agreed between GMH Surgical, Dr Goh and HC Surgical.
The additional shares will be purchased at an amount that is 49 per cent of 10 times the audited profit after tax of GMHES, for the financial year ending May 31, 2024. This consideration was arrived at based on arm&rsquo s length commercial discussions among the three parties, " after considering factors including potential earnings and the synergies between GMHES, Dr Goh and the group," said HC Surgical.
HC Surgical shares closed down three Singapore cents or 7.14 per cent at S$0.39 on Monday before the news.
https://www.businesstimes.com.sg/companies-markets/hc-surgical-brings-on-board-specialist-surgeon-in-acquisition
MON, APR 20, 2020 - 7:46 PM
HC Surgical Specialists has entered a sale-and-purchase agreement for a new endosocopy and surgery business that will be managed by specialist surgeon Goh Minghui, with whom the company has signed a service agreement, the Catalist-listed company said on Monday after the market close.
HC Surgical is acquiring a 51 per cent stake in GMH Endoscopy & Surgery Pte Ltd (GMHES) for a total purchase consideration of S$765,000, from GMH Surgical Pte Ltd - which is wholly-owned by Dr Goh - and Dr Goh herself.
GMHES was incorporated on March 17 and has yet to start operations. Following the completion of the proposed acquisition, GMHES will become a subsidiary of HC Surgical. Its principal activity will be providing endoscopic procedures and general surgery services, with a focus on colorectal procedures, which is aligned with the group&rsquo s core business.
HC Surgical has also signed a service agreement with Dr Goh, who has worked in public hospitals for over 13 years and is currently a consultant surgeon in Singapore General Hospital' s department of colorectal surgery. She will manage GMHES for at least 11 years.
With the addition of Dr Goh, HC Surgical now has six specialists.
The total purchase consideration will be satisfied by a mixture of cash and shares. This includes a S$15,000 cash payment upon the signing of the agreement S$189,120 by the issuance of 480,000 shares in HC Surgical upon Dr Goh' s employment, at an issue price of 39.4 Singapore cents per share and a S$560,880 cash payment on Dr Goh' s employment date.
The purchase consideration was arrived at on a willing-buyer-willing-seller basis, " taking into account the future potential of GMHES and the synergistic benefits for the group" , said HC Surgical.
Subject to completion of the proposed acquisition, HC Surgical will enter into a separate sale-and-purchase agreement to buy the remaining 49 per cent stake of GMHES at a later stage. This is to occur by Nov 1, 2024 or such other date to be agreed between GMH Surgical, Dr Goh and HC Surgical.
The additional shares will be purchased at an amount that is 49 per cent of 10 times the audited profit after tax of GMHES, for the financial year ending May 31, 2024. This consideration was arrived at based on arm&rsquo s length commercial discussions among the three parties, " after considering factors including potential earnings and the synergies between GMHES, Dr Goh and the group," said HC Surgical.
HC Surgical shares closed down three Singapore cents or 7.14 per cent at S$0.39 on Monday before the news.
https://www.businesstimes.com.sg/companies-markets/hc-surgical-brings-on-board-specialist-surgeon-in-acquisition
HC Surgical shares on erratic ride after news of doctor' s failed defamation suit
TUE, APR 14, 2020 - 5:50 AM
Singapore
SHARES of HC Surgical Specialists fell by as much as 10.5 per cent to S$0.34 on Monday but recovered to close slightly lower, following news over the weekend that a doctor at its subsidiary had lost a defamation suit over claims of colluding with a fellow specialist for sex with...
https://www.businesstimes.com.sg/companies-markets/hc-surgical-shares-on-erratic-ride-after-news-of-doctors-failed-defamation-suit
Pay attention to this local counter instead of China counters.
The net profit for FY 2018 had increaed 336.2% to $5.51m. Earnings per share is 2.99 cents compared to 1.03 centres last FY.
The net profit for FY 2018 had increaed 336.2% to $5.51m. Earnings per share is 2.99 cents compared to 1.03 centres last FY.
HC Surgical acquires loss-making clinic for $0.7 mil
http://theedgesingapore.com/hc-surgical-acquires-loss-making-clinic-07-mil
0.705
0.69!
Ran at 0.675... maybe there's more meat ahead. But I take money off table first. All the best!
new high - 0.675 today
close 0.665, new closing high
strong buyup today, 0.615 to 0.66