Hygeia Healthcare Holdings Co., Limited (SEHK:6078) entered into the acquisition agreement to acquire Datang International (Hong Kong) Limited for CNY 1.2 billion on July 25, 2023. As part of the transaction, Hygeia Healthcare will pay a consideration of CNY 1,162 million to Datang International. The total consideration is subject to downward adjustment (if any) by deducting from the Consideration the net liabilities (including such provisions made for net liabilities as agreed by the parties).
Datang International holds 70% equity interest in Chang?an Hospital Co., Ltd. In a related transaction, Hygeia Hospital Management conditionally agreed to acquire 30% equity interest in Chang?an Hospital Co., Ltd. at a consideration of CNY 498 million. As a result, Chang?an Hospital Co., Ltd. will become an indirect wholly-owned subsidiary of Hygeia Healthcare. In the agreement terminated by Hygeia Healthcare, then Hygeia Healthcare will pay a CNY 60 million as a termination fee to Datang International and the agreement terminated by Datang International, then Datang International will have to pay a CNY60 million as a termination fee to Hygeia Healthcare.
The transaction is subject to anti-trust declaration of concentration of undertakings to the State Administration for Market Regulation in respect of the acquisition and approval of director and shareholders of Datang International. Jingtian & Gongcheng acted as legal advisor to Hygeia Healthcare.