Pharmacist Bang (09885) plans to acquire 100% of Folding Space (Cayman) Ltd.'s issued and issued foreign share capital for 1,035 billion yuan

According to Zhitong Finance App News, Pharmacist Bang (09885) issued an announcement. On October 15, 2024 (after the stock exchange trading period), the company, seller, founder, target guarantors, Dade Hongyi and De Zhiqing entered into the agreement. According to this, the seller agreed to sell and the company agreed to purchase shares for sale (which together account for 100% of the issued and issued foreign share capital of the target company Folding Space (Cayman) Ltd.), in accordance with the terms and conditions set out in the agreement, at a consideration of approximately RMB 1,035 million.

The consideration of approximately RMB 1,035 million includes the completion consideration payable to the seller (i.e. the founder seller, investor seller and manager seller) of approximately RMB 785 million upon completion of each application, of which the cash consideration was RMB 360 million, while the remaining consideration was paid by allocating and issuing 388.68,900 shares of consideration; after achieving the performance target, contingent consideration payable to the founder seller after the main completion, of which the cash consideration was RMB 60 million, and the remaining consideration was to be paid by allocating and issuing 13.654 million shares; Relevant After the conditions, the manager's seller may pay consideration by allocating and issuing 4.3576 million shares of consideration to the manager's seller after completion.

The consideration shares will be issued at the issue price, that is HK$12 per share. The total number of consideration shares to be issued as part of the consideration is 56.2918 million shares, accounting for about 8.74% of the company's current issued share capital at the date of this announcement, and about 8.04% of the company's issued share capital after the allocation and issuance of additional consideration shares (assuming there are no other changes in the company's issued share capital between the date of this announcement and the date of completion). The consideration shares will be distributed and issued in accordance with a general mandate and will have the same status as other shares already issued at the time in all respects. The company will apply to the Stock Exchange for approval to list and trade consideration shares.

According to the announcement, the acquisition will help the Group achieve downstream customer synergy effects and upstream procurement synergy effects, thereby improving the efficiency of recycling systems and warehousing infrastructure.

Furthermore, the company has decided to change the use of all net unused proceeds of the global sale of HK$167 million to invest or acquire projects related to the company's main business to better expand the company's business.