Smartflex Holdings Ltd. (Catalist:5RE) entered into a conditional sale and purchase agreement to acquire Asia Vets Holdings Pte. Ltd. from Hu Zhi Investments Limited for SGD 9.5 million on September 8, 2017. Smartflex Holdings Ltd will acquire 100 shares of Asia Vets Holdings Pte. Ltd. The final consideration payable may be adjusted subject to the agreed EBIT which is further subject to final audit and satisfactory due diligence. The consideration shall be fully satisfied 70% in cash and 30% by way of the issuance and allotment of new shares of Smartflex Holdings Ltd. 56% of the cash consideration and 24% of the consideration to be paid via the issuance and allotment of 9.36 million new shares shall be paid immediately upon completion. 14% of the cash consideration shall be held in escrow for a period of 30 months commencing from the completion date and the average EBIT determination period. 6% of the consideration to be paid via the issuance and allotment of 2.7 million shares will be paid on the date immediately falling after the expiry of the average EBIT determination period at an issue price that is based on the 10-day volume-weighted average price of the shares prior to the 30 month anniversary of the completion date. On April 25, 2018, the consideration is adjusted to SGD 9 million, of the total consideration, 8.9 million shares will be issued at completion. Smartflex Holdings Ltd will issue 1.12 million shares to Hu Zhi Investments Limited and 3.91 million shares each to Lin Chung Chieh Eugene and Poh E-lynn Elaine as nominees of Hu Zhi Investments Limited. 2.5 million shares will be issued as deferred consideration shares on the date immediately falling after the expiry of the average EBIT determination period. Of the total cash consideration, SGD 5.2 million will be paid on completion and SGD 1.3 million will be paid after the expiry of the average EBIT determination period. The cash consideration will be funded by the cash balance of Smartflex Holdings. Upon completion of the acquisition, Asia Vets Holdings Pte. Ltd. will be a wholly owned subsidiary of Smartflex Holdings Ltd. On March 15, 2018 changed its name from “Asia Vets Holdings Pte. Ltd.” to “AVH Animal Ark Pte. Ltd”. Post completion, Smartflex Holdings Ltd will change its name to Asia Vets Holdings Ltd. Corporate Regulatory Authority of Singapore issued the certificate confirming incorporation of Smartflex Holdings Ltd. dated July 26, 2018 to confirm that Smartflex Holdings Ltd. is known as “Asia Vets Holdings Ltd.” with effect from July 26, 2018. The new trading counter name will be “Asia Vets Holdings Ltd” and will take effect on July 31, 2018. Eugene Lin and Elaine Poh will each enter into an employment contract with Eugene Lin committing to an employment period of at least 30 months. Eugene Lin will be appointed as the Medical Director and General Manager of Asia Vets Holdings Pte. Ltd. Tan Tong Guan and Teo Yi-Dar are proposed to be appointed to the Board of AVH Animal Ark Pte. Ltd. upon completion. There will be no change to the Board of Directors of Smartflex Holdings Ltd. and Xue Ru will continue to be Chief Financial Officer following the completion of acquisition. The transaction is subject to approval of the SGX-ST, approval of relevant governmental and regulatory authorities, the receipt and non-withdrawal of the listing and quotation notice from the SGX-ST for, among others, the listing of and quotation for the consideration shares, approval of shareholders of Smartflex Holdings, completion of the restructuring of Asia Vets Holdings in respect of the transfer of the relevant businesses and assets of The Animal Ark (TCM) Pte. Ltd., The Animal Ark (Tampines) Pte. Ltd., The Animal Ark (Binjai) Pte. Ltd. and The Animal Ark Pte. Ltd. (Animal Ark Group) having taken place, or taking place simultaneously, including receipt of all third party consents, due diligence investigations and Hu Zhi Investments Limited procuring the Asia Vets Holdings Pte. Ltd. to obtain such approval(s) required from AVH Animal Ark Pte. Ltd's board of directors and its shareholder (if applicable) in connection with the sale and purchase agreement and the transactions contemplated therein. Upon completion of the restructuring, Asia Vets Holdings will hold the veterinary assets and business of the Animal Ark Group. On January 12, 2018, SGX-ST issued a letter stating it has no objection with the acquisition. The no objection from SGX-ST is conditional upon certain disclosures and conditions. On May 14, 2018, the SGX-ST issued a letter to Smartflex Holdings stating that the SGX-ST has no objection to granting the conditional waiver for strict compliance with certain catalist rules. The condition in respect of the listing and quotation notice from the SGX-ST for the deferred consideration shares has been waived by Hu Zhi Investments in favour of Smartflex Holdings on May 23, 2018. Completion of the acquisition is to happen simultaneously with the completion of the restructuring. The long stop date for the acquisition is February 28, 2018. As of February 28, 2018, the long stop date has been extended to June 30, 2018. As of April 25, 2018, the long stop date has been extended to August 31, 2018. As of June 29, 2018, the Board of Smartflex Holdings Ltd recommended the shareholders to vote in favour of the transaction at the meeting to be held on July 26, 2018. On July 26, 2018, the shareholders of Smartflex Holdings Ltd approved the transaction and approved the resolution to change the company name from Smartflex Holdings Ltd to Asia Vets Holdings Ltd. As of August 8, 2018, listing and quotation notice was received from SGX-ST for the listing and quotation of consideration shares and shares to be issued to advisors as fees. ZICO Capital Pte. Ltd. acted as financial advisor to Smartflex Holdings Ltd for a fee of SGD 0.13 million to be paid through issuance of 0.6 million shares. RHT Corporate Advisory Pte. Ltd. acted as registrar, Xandar Capital Pte. Ltd. acted as financial advisor, Yeow Hui Cheng of Ernst & Young LLP (Singapore) acted as accountant and RHT Law Taylor Wessing LLP acted as legal advisor to Smartflex Holdings Ltd. Virtus Law LLP acted as legal advisors to ZICO Capital Pte. Ltd. RSM Corporate Advisory Pte. Ltd. acted as valuer for Smartflex Holdings Ltd. Asia Vets Holdings Ltd. (Catalist:5RE) completed the acquisition of AVH Animal Ark Pte. Ltd. from Hu Zhi Investments Limited on August 13, 2018.