Shanghai Haohai Biological Technology Co., Ltd. completed the acquisition of 70% stake in Contamac Holdings Limited from Simon David Wyatt, Robert John McGregor, Robert Edward Lewis and John Alexander McGregor.
June 01, 2017
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Shanghai Haohai Biological Technology Co., Ltd. (SEHK:6826) entered into a share purchase agreement to acquire 70% stake in Contamac Holdings Limited from Simon David Wyatt, Robert John McGregor, Robert Edward Lewis and John Alexander McGregor for £24.5 million in cash on April 13, 2017. Under the terms of the transaction, the consideration will be paid as, £15 million upon closing and £9.5 million as earn-out payment. £3.8 million of the earn-out amount shall be paid to the sellers within 30 business days of the 2017 PBT being ascertained and £5.7 million of the earn-out amount shall be paid shall be paid to the sellers within 30 business days of the 2018 PBT being ascertained. If the 2017 PBT is less than £2.79 million the second payment shall be reduced by a sum equal to the amount by which the 2017 PBT is less than £3.1 million multiplied by ten times, subject to a maximum reduction of £3.8 million. If the 2018 PBT is less than £4.14 million the second payment shall be reduced by a sum equal to the amount by which the 2018 PBT is less than £4.6 million multiplied by ten times, subject to a maximum reduction of £5.7 million.
Upon completion, Simon David Wyatt will hold 4.5%, Robert John McGregor will hold 12%, Robert Edward Lewis will hold 4.5% and John Alexander McGregor will hold 9% in Contamac. Contamac will become a subsidiary of Shanghai Haohai. The transaction will be funded by the proceeds raised from initial public offering of Shanghai Haohai in April, 2015, as well as own cash fund. For the year ending August 31, 2016, Contamac reported PAT of £2.34 million. The transaction is subject to approval of regulators, including PRC regulatory approvals, existing B shares of Contamac having been purchased by Shanghai Haohai and cancelled, a waiver letter from a UK bank. The transaction was approved by regulators. EY acted as accountant for Shanghai Haohai Biological. Dylan Ding, Jenny Spring, Tim Harrop, Charlotte Houston, Susana Ng, Jennifer Richards, Joanne Rodgers, Simon Toms, Florentine Vos, Bo Yan, Michael Xinqi Ye, Taoye Ye, Ji Zou and Marie Zuidema of Allen & Overy Hong Kong acted as legal advisors for Shanghai Haohai Biological Technology Co., Ltd.
Shanghai Haohai Biological Technology Co., Ltd. (SEHK:6826) completed the acquisition of 70% stake in Contamac Holdings Limited from Simon David Wyatt, Robert John McGregor, Robert Edward Lewis and John Alexander McGregor on June 2, 2017.
Shanghai Haohai Biological Technology Co., Ltd. is a China-based company principally engaged in biological technology-related businesses. The businesses of the Company include the manufacture and sales of biological and medical hyaluronate, the research and development of biological engineering and pharmaceutical products and the provision of related services. Its products include orthopedics products, medical aesthetics and wound care products, ophthalmology products and anti-adhesion and hemostasis products, among others. Orthopedics products include sodium hyaluronate injection, medical chitosan and medical sodium hyaluronate gel. Medical aesthetics and wound care products include recombinant human epidermal growth factor (rhEGF), among others. Ophthalmology products include ophthalmic viscoelastic devices and lubricant eye drops. Anti-adhesion and hemostasis products include medical collagen sponges, among others. The Company mainly operates businesses in Mainland China.
Shanghai Haohai Biological Technology Co., Ltd. completed the acquisition of 70% stake in Contamac Holdings Limited from Simon David Wyatt, Robert John McGregor, Robert Edward Lewis and John Alexander McGregor.