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Biosensors International Group - OCBC Investment 2016-04-06: Amalgamation and subsequent delisting approved

Biosensors International Group - OCBC Investment 2016-04-06: Amalgamation and subsequent delisting approved BIOSENSORS INT'L GROUP LTD B20.SI 

Biosensors International: Amalgamation and subsequent delisting approved 

  • Proposed amalgamation to go through 
  • Exceeded the 75% approval threshold needed 
  • Ceasing coverage 

All resolutions approved 

  • Following the special general meeting held yesterday, shareholders have approved the proposed amalgamation between Biosensors International Group and CB Medical Holdings (CMBHL), as well as the delisting of the company. 98.9% of valid votes had approved the resolution regarding the amalgamation. 
  • As such, shareholders will receive cash of S$0.84/share or the share consideration in the private company CB Cardio Holdings II Limited (CBCH II) accordingly. 

Important dates 

  • As the last day of trading in shares was 4 Apr 2016, the books closure date and record date would be 7 Apr. The expected effective date is 8 Apr, with expected date of payment of the amalgamation consideration within seven business days after the effective date. 
  • Note that “the Amalgamation becoming effective and binding is dependent upon the satisfaction or waiver of all the Amalgamation Conditions on or prior to the Record Date”. This refers to Part 1 of Appendix 1 of the amalgamation document, which mainly sets out the conditions to each party’s obligations. 
  • The expected date of delisting is to occur after settlement of the amalgamation consideration. 

Stock to be delisted subsequently 

  • As a recap, we had recommended shareholders to accept the cash offer instead of the share offer in CBCH II, due to various caveats for the latter option such as lack of liquidity as well as a four year “lock-up” period in the absence of an IPO. An IPO is not guaranteed. 
  • With the amalgamation and delisting approved and taking place in due course, we are now ceasing coverage on this stock.




Jodie Foo OCBC Securities | http://www.ocbcresearch.com/ 2016-04-06
OCBC Securities SGX Stock Analyst Report CEASE Maintain ACCEPT OFFER 99999 Same 99999


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