Asia leading private dental group, Q&M Dental Group (SGX:QC7
) , announced on July 12 that it has entered into various sales and purchase agreements (SPA) to expand its footprint into Australia and Thailand.
Firstly, for Australia, Q&M Dental will acquire 100% of Experteeth Group for a total consideration of A$119.64 million ($107.36 million), which has 40 clinics and approximately 120 dentists across NSW, Victoria, Queensland, Tasmania and the Australian capital territory.
Under the SPA, Q&M Dental’s purchase will be satisfied through a combination of cash and issuance of new shares:
- A$64.64 million cash, comprising A$45.89 million payable on completion of the acquisition and A$18.75 million as deferred purchase price payment, which subject in meeting profit guarantee targets
- A$55 million through the issue of new Q&M Dental shares at a price of 70 cents each, which subject to a 15-year moratorium
In addition, this acquisition is supported by an eight-year profit guarantee of around A$112.6 million, with Experteeth Group required to deliver net profit after tax (NPAT) growing from approximately A$10.3 million in Year 1 to approximately A$15.1 million by Year 5 and reaching A$16.6 million for each of Years 6 to 8.
To cover the shortfall, the sellers have agreed to deposit A$8 million in escrow to cover any shortfall, with this amount reducing to A$5.5 million should the first-year profit guarantee target be met or exceeded.
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At the same time, Experteeth Group’s key dentists and founders, have entered into 15-year service agreements and a corresponding 15-year share moratorium for the new shares being issued.
“Australia is one of the region's most established and tightly regulated healthcare markets, and the scale, clinical depth and national presence of this network give us a strong operating base to grow from. We are pleased that the Experteeth Group’s founding dentist shareholders will continue to play an active role as strategic partners as we work together to expand the platform over the coming years,” says Dr Ng Chin Siau, CEO of Q&M Dental.
On the other hand, for the Thailand acquisition, Q&M Dental has entered into a SPA where it will acquire 51% stake in Deezy Q&M dental, which has a network of 33 dental clinics across Thailand, for a total consideration of THB994.5 million ($38.65 million).
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Similar to the Australia acquisition, Q&M Dental’s purchase will be satisfied through a combination of cash and new shares, where it will pay THB700 million in cash while the remaining consideration will be financed by the issuance of new shares at a price of 70 cents each and subject to a 15-year lock up.
There will also be a six-year profit guarantee for this Thailand acquisition for around THB1.25 billion, in which Deezy Q&M Dental is expected to hit on the agreed profit target each year.
Also, Q&M Dental will enter into service agreements with Dr. Thunyaporn Pongkajornkitjakarn, which is a key dentist and Dr. Nanthisak Piyanantisak, which holds management role, with standard non-compete terms.
“Thailand has long been a market of interest for us, and Deezy stands out as the right partner for our next step forward. The clinic’s network, its professional team and the reputation Deezy has built over the years gives us confidence in its growth potential, and we are looking forward to growing this business together in the years ahead,” adds Ng.
On further corporate development, Q&M Dental announced that it will defer further steps in relation to the proposed secondary listing on the Malaysia stock exchange. Q&M Dental adds that it will continue to consider the suitability of this corporate action.
Q&M Dental will provide further updates on the proposed secondary listing as and when there are material developments.
Shares of Q&M Dental has been halted since July 9 and was last traded at 55.5 cents.
