Shinva Medical Instrument Co., Ltd. entered into a framework agreement to acquire 90% stake in Shanghai Uniwin Pharmaceutical Machinery Co Ltd. from a group of sellers for approximately CNY 380 million.
June 27, 2013 at 12:00 am EDT
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Shinva Medical Instrument Co., Ltd. (SHSE:600587) entered into a framework agreement to acquire 90% stake in Shanghai Uniwin Pharmaceutical Machinery Co Ltd. from a group of sellers for approximately CNY 380 million in cash and stock on June 27, 2013. Shinva Medical Instrument Co will acquire 48 million shares of Shanghai Uniwin Pharmaceutical Machinery in exchange of stock and 6 million shares of Shanghai Uniwin Pharmaceutical Machinery for cash. The sellers include Xu Zhonghua (4.98%), Niu Yajun (3.49%), Wang Shuai (1.53%), Wang Bo (25.46%), Zhang Chongyuan (8.93%), Yan Zhihong (8.55%), Wang He (7.55%), Zhang Weiyue(7.55%), Liu Xuesong (1.81%), Zhao Yijun (0.71%), Wang Longhu (0.53%), Wu Yongjiang (0.27%), Luan Lianjun (0.26%), Chen Yong (0.20%), Niu Yajun (1.38%), Nie Kai (4.47%), Shao Chengguo (3.62%), Chen Xiaojun (1.24%), Ding Shunquan (0.83%), Fang Zhi (0.69%), Ke Xianjia (0.69%) and an unknown seller. Under the terms of the transaction, shares will be offered to 18 natural persons and an investment company in exchange for an 80% stake and CNY 39.2 million in cash will be paid to three natural persons to purchase a 10% stake. Under the terms of agreement, Shinva Medical Instrument will issue 7.9 million shares to sellers. The deal will be funded by the proceeds of CNY 39.2 million to be raised through private placement.
Shanghai Uniwin Pharmaceutical reported revenues of CNY 179 million and net profit of CNY 30.42 million for the year ended December 31, 2012. The transaction is subject to approval from Shandong Province State-owned Assets Supervision and Administration Commission and the China Securities Regulatory Commission. The deal is approved by the Board of Shinva Medical Instrument Co on June 27, 2013. The shareholder's meeting of Shinva Medical Instrument Co will be held on September 9, 2013 to consider the deal. As of September 6, 2013, the transaction has been approved by State-owned Assets Supervision and Administration Commission of Shandong Province. As of September 9, 2013, transaction has been approved by shareholders of Shinva Medical. As on November 7, 2013, the transaction was approved by CSRC. Beijing Kang Da Law Firm acted as legal advisor for Shinva Medical Instrument.
Shinva Medical Instrument Co Ltd is a China-based company principally engaged in the production and sales of medical devices and pharmaceutical equipment. The Company primarily operates its businesses through four segments. The Medical Device Products segment mainly provides infection control equipment and consumables, radiotherapy and imaging, in vitro diagnostic reagents and instruments, surgical instruments and orthopedics and other products. The Pharmaceutical Equipment Product segment mainly includes injections, biopharmaceuticals, solid preparations, traditional Chinese medicine preparations and other businesses. The Medical Services segment mainly develops specialized hospitals for hemodialysis. The Medical Commercial Products segment is mainly engaged in commercial logistics business.
Shinva Medical Instrument Co., Ltd. entered into a framework agreement to acquire 90% stake in Shanghai Uniwin Pharmaceutical Machinery Co Ltd. from a group of sellers for approximately CNY 380 million.
SHINVA MEDICAL INSTRUMENT CO.,LTD. 
