Talk Med

[weijian]

TM@44cents

Extracted clause 6.6 on Switch Offer

3 "Competing Proposal" means any offer by any person other than the Offeror involving
(a) a sale, conveyance, transfer, assumption or other disposal of any direct or indirect interest in all or substantially all of the assets, business and/or undertakings of the Group;
(b) a general offer for the Shares;
© a scheme of arrangement involving any of the entities in the Group which are material to the Group or the merger of any entities in the Group which are material to the Group with any other entity (whether by way of joint venture, reverse takeover bid, dual listed company structure or otherwise);
(d) any other arrangement having an effect similar to any of (a) to ©; or
(e) a transaction or series of related transactions which would or is reasonably likely to preclude or restrict the Acquisition and/or the Scheme. For the purpose of this definition, a Competing Proposal will be deemed to be for all or substantially all of the assets, business and/or undertakings of the Group if the relevant assets, business and/or undertakings in question constitute a "material amount" as defined in Note 2 to Rule 5 of the Code.

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The first time I read TalkMed SOA clause 6.6, I thought....
But after a bit of thinking, this unlikely happen as it's clear that the doctors had already given their commitment, so ... 

Hi ¯|_(ツ)_/¯

The BOD of every listed company has the fiduciary duty to maximize shareholders' interest when the company is "in play". So it is not whether any commitment has been given but whether there is a competing and superior alternate offer or not.

But talk of some deal started since 8months ago. So if there are other interested parties, it should have surfaced earlier as I assume no one will want a public auction against one ultimately backed by Temasek's billions.

For all we know, 65equitypartners whom presented the offer in Dec may not have the ones whom Dr Ang was talking to back in April. After all, the local M&A scene is probably relatively small and hence well connected, I suppose.

[¯|_(ツ)_/¯]

TM@44cents

Thanks WJ and I agreed that 8 months expression of interest is quite long and eventually, it is Temasek backed company that made the current offer.


Granted Singapore had been a successful medical hub for the region and TalkMed - being the well know for it's founding doctors - help to secured Singapore as a medical hub all these while.

I noted that local M&A scene is small and I couldn't help but thinking what if this goes beyond local aka beyond Singapore?

Relax...


Gratitude!

[¯|_(ツ)_/¯]

TalkMed@44cents

Finally, KPMG appointed as IFA https://links.sgx.com/FileOpen/20250109%...eID=830100

Enjoy:


Gratitude!

[¯|_(ツ)_/¯]

Good morning valuebuddies.

This news might not be related to TalkMed but I couldn't help but speculate whether a Thai healthcare company is interested in acquiring the top Oncology company famous in Singapore?


(credit: ZaoBao link )

本地第二大鸡蛋农场安安被泰国上市食品公司收购，农场希望未来可借助外国企业的经验和资源，加强养殖技术以提高竞争力。

现为Betagro新加坡总裁的马琼就（57岁）接受《联合早报》专访时透露：“虽然最初并未考虑出售公司，但也不排斥那么做。因为新加坡市场太小，如果外国企业能带领我们更深入地发展，提升我们的竞争力和服务，何尝不可。”　

本地农场易主外国企业，研究食品保障课题的拉惹勒南国际研究院兼职高级研究员邓炳祥教授说：“只要仍是在本地生产，所产的蛋也都用来满足本地需求，让外国企业拥有本地食品公司不会构成太大的问题。”

他受访时说，我国拥有强有力的监管机制，外企入资本地农场不会对消费者带来负面影响。相反的，这可能是件好事，因为外企可以注资以改善农场经营、引进新技术或更高产的鸡种，从而增加鸡蛋产量，并降低生产成本。

Clearly, TalkMed is constrained by it's reached and coverage and the SOA is definitely a good way to tap on the geo-location advantage of it's partner. 

Secretly, I'm hoping that there would be another competing offers 

Understanding and taking action to screen?


Gratitude!

[¯|_(ツ)_/¯]

TM@44cents

Good morning valuebuddies, 
Again waking up with a cool morning with birds chirping happily in the wood. What a fantastic day to start.

Something not directly relevant to TalkMed but interesting enough to share here:

Ho Bee made an Offer for AVJennings at 70cents - which is 3cents higher than the current offer made from AVID on 24 Nov 2024.
Ho Bee offer: https://links.sgx.com/FileOpen/Ho%20Bee%...eID=830505 

AVID offer: https://links.sgx.com/FileOpen/241128%20...eID=826594

So, the gap is about 2 months.

Back to TalkMed.

On one hand, I am supportive of current offer.

Secretly, I wish someone else made a more reasonable offer soon 



Gratitude!

[¯|_(ツ)_/¯]

TM @ 45cents

@wj, you're exactly right on the fiduciary duty (see vb post).

Referring to (not related to Talkmed) avjennings announcement yesterday which allow Ho Bee to perform it's due diligence access:

The exclusivity arrangements with AVID included a fiduciary exception from the "no talk" and "no due diligence" provisions to permit AVJ to engage with a bona fide actual, proposed or potential competing proposal. Following receipt of advice from AVJennings' financial and legal advisors, the Board of AVJ have concluded that the fiduciary exception applies to the Ho Bee Land Proposal. As a result, AVJ intends to provide due diligence access to Ho Bee Land, subject to the parties entering into confidentiality arrangements.

I know that there is very slim chance for a competing offer for Talkmed, and I'm willing to hold on tight. Wish me luck 

Some tips from Dr Ang on understanding oneself:


Gratitude!

[weijian]

TM @ 45cents

@wj, you're exactly right on the fiduciary duty (see vb post).

Referring to (not related to Talkmed) avjennings announcement yesterday which allow Ho Bee to perform it's due diligence access:

The exclusivity arrangements with AVID included a fiduciary exception from the "no talk" and "no due diligence" provisions to permit AVJ to engage with a bona fide actual, proposed or potential competing proposal. Following receipt of advice from AVJennings' financial and legal advisors, the Board of AVJ have concluded that the fiduciary exception applies to the Ho Bee Land Proposal. As a result, AVJ intends to provide due diligence access to Ho Bee Land, subject to the parties entering into confidentiality arrangements.

I know that there is very slim chance for a competing offer for Talkmed, and I'm willing to hold on tight. Wish me luck 

Hi ¯|_(ツ)_/¯,

AVJenning's bidding war is actually worlds apart from the situation at TalkMed. When we look at AVJenning's balance sheet, a huge portion of it is in undeveloped land. These are hard assets with potential that is dependent on its owner to realize. As such, these kind of "potential" will attract competitors when they know the company is "in play". It is quite similar to the bidding war for SPH between Keppel Holdings and the HPL-led consortium back in 2021, where the target SPH had multiple hard/soft assets that could be broken up to unlock value.

Now back to TalkMed. There are almost no hard assets here for sale. The assets are intangible in nature - mainly the skills/reputation of the doctor and his team. So if the doctor and his team has made up their mind over 8 months, no one in their right mind will do anything now or in the future. Any kind of bid has to come from the doctor and his team. Go figure if he is willing to risk his reputation (against Temasek) for a little bit more.