EQT Mid Market Asia III Limited Partnership, a fund of EQT Partners AB entered into an implementation agreement to acquire Health Management International Ltd (SGX:588) from Maju Medik (Malaysia) Sdn. Bhd., Nam See Investment (Pte) Ltd and others for approximately SGD 610 million on July 5, 2019. Under the scheme, each shareholder of Health Management International Ltd will be entitled to receive for each share, at their election either SGD 0.73 in cash or in lieu of the cash consideration, 1 new ordinary share in the capital of an affiliate of EQT Mid Market Asia III Limited Partnership at an issue price of SGD 0.73 per share provided always that no more than 686.22 million Health Management International Ltd’s shares may be elected for the securities consideration under the scheme. If any dividend, right or other distribution is declared, paid or made by Health Management International Ltd to its shareholders on or after July 5, 2019, EQT Mid Market Asia III Limited Partnership reserves the right to reduce the scheme consideration by the amount of such dividend, right or distribution. In this connection, Health Management International Ltd has, pursuant to the implementation agreement, undertaken that it will not, during the period from the date of the implementation agreement up to (and including) the date on which the scheme becomes effective in accordance with its terms, declare or pay any dividend or make any distribution (in cash or in kind) to shareholders of Health Management International Ltd. EQT Mid Market Asia III Limited Partnership will fund the transaction though bridge loan facility of SGD 105 million secured from Credit Suisse AG, Singapore Branch. Credit Suisse (Singapore) Limited, being the financial adviser to EQT Mid Market Asia III Limited Partnership in connection with the acquisition and the scheme, confirms that sufficient financial resources are available to EQT Mid Market Asia III Limited Partnership to satisfy in full the aggregate cash consideration payable for all shares of Health Management International Ltd to be acquired pursuant to the scheme (excluding the amount which the undertaking shareholders have undertaken to receive in the form of shares pursuant to the securities consideration), on the basis that all shareholders of EQT Mid Market Asia III Limited Partnership (other than the undertaking shareholders who have elected to receive the securities consideration) elect to receive the cash consideration. After the transaction, Health Management International Ltd will become a wholly owned subsidiary of EQT Mid Market Asia III Limited Partnership and will, subject to the approval of the SGX-ST, be delisted from the official list of the SGX-ST. The transaction may be terminated under certain circumstances. In the event of termination, due to breach by Health Management International Ltd of the non-solicit provision of the implementation agreement, Health Management International Ltd shall fully compensate EQT Mid Market Asia III Limited Partnership subject to a maximum of SGD 1.5 million. EQT Mid Market Asia III Limited Partnership has received irrevocable undertakings from shareholders of Health Management International Ltd together representing, in aggregate, approximately 61.8% of the total of Health Management International Ltd’s shares in respect of acceptance undertakings to EQT Mid Market Asia III Limited Partnership to accept either the cash consideration or the securities consideration under the scheme and voting undertakings to EQT Mid Market Asia III Limited Partnership to vote in favor of the scheme. There is presently no intention by EQT Mid Market Asia III Limited Partnership to introduce any major changes to the business of Health Management International Ltd, re-deploy the fixed assets of Health Management International Ltd, or discontinue the employment of the employees of Health Management International Group, save in the ordinary course of business or as a result of any internal reorganization or restructuring within Health Management International Group which may be implemented after the effective date. The transaction is subject to a majority of shareholders of Health Management International Ltd representing not less than 75% in value of the shares held by Health Management International Ltd’s shareholders present and voting either in person or by proxy at the meeting to be convened to approve the scheme, the sanction of the scheme by the High Court of Singapore, regulatory approvals, approval from government agencies, the receipt of all authorizations, consents, clearances, permissions and approvals as are necessary or required by Health Management International Ltd from the banks which have extended banking or credit facilities to the Health Management International Group or otherwise have financial arrangements with the Health Management International Group for or in respect of the implementation of the scheme and/or the acquisition, and/or the repayment of all outstanding amounts under the relevant banking or credit facilities or financial arrangements maintained with the third parties (if applicable) and termination of the relevant banking or credit facilities or financial arrangements maintained with the third parties and all material licenses being obtained. First Court hearing will be held in August 2019. A meeting of shareholders will be held in September / October 2019. The second court hearing will be held in October 2019. As of September 24, 2019, Singapore Exchange Securities Trading Limited approved the proposed delisting of Health Management International Ltd. As of October 3, 2019, Independent Directors recommend that shareholders of Health Management International vote in favour of the scheme at the scheme meeting scheduled for October 18, 2019.On October 3, 2019, the transaction is approved by shareholders of Health Management International Ltd. The transaction is expected to be effective in November 2019. As of September 17, 2019, assuming that the scheme meeting were to take place in October 2019, the Health Management International Ltd expects that the scheme will take effect (and Health Management International Ltd will become a private delisted company) in December 2019. As of October 3, 2019, the transaction is expected to be effective on December 20, 2019. As of November 1, 2019, scheme is expected to be effective on December 12, 2019 and Health Management will delist on January 6, 2020. Credit Suisse (Singapore) Limited acted as the financial advisor and Allen & Gledhill acted as the legal advisor to EQT Partners AB. B.V. and Rajah & Tann Singapore LLP acted as the legal advisor to Health Management International Ltd. Boardroom Corporate & Advisory Services Pte. LTD., acted as the share registrar of Health Management International. Ernst & Young Corporate Finance Pte. Ltd. acted as the independent financial adviser to the Independent Directors of Health Management International. Knight Frank Pte. Ltd., Henry Butcher Malaysia (Malacca) Sdn. Bhd. and C H Williams Talhar & Wong Sdn Bhd acted as valuers for Health Management International.