MicroPort Scientific (00853.HK): Proposes Sale of ~44.29% Stake in MicroPort Orthopedics to TINAVI; Target to Be Deconsolidated
NewTimeSpace News: MicroPort Scientific Corporation (stock code: 853) announced that on 29 July 2026, Suzhou MicroPort (a subsidiary of the company and a shareholder of the target company), other target company shareholders, and Beijing TINAVI Medical Technology Co., Ltd. (TINAVI) entered into an agreement, under which Suzhou MicroPort (together with other target company shareholders) conditionally agreed to sell an aggregate 62% equity interest in Shanghai MicroPort Orthopedics Medical Technology Co., Ltd. to TINAVI (with Suzhou MicroPort selling approximately 44.29%).
According to the announcement, the final consideration for the target assets will be determined upon completion of the asset appraisal and specified in a supplemental agreement. As consideration, TINAVI will issue consideration shares to the target company shareholders at an issue price of RMB 14.36 per share (subject to adjustment). On the agreement date, the target company (in which Suzhou MicroPort held approximately 82.29%) was accounted for as a subsidiary of the company. If the transaction is completed, Suzhou MicroPort will hold 38.00% of the target company, and the target company and its subsidiaries will no longer be consolidated into the company's financial statements.
The announcement noted that the target group possesses industry-leading joint prosthesis product lines and mature marketing channels covering overseas orthopedic markets, principally engaged in hip and knee reconstruction in the U.S., Japan, and Europe. Its representative medial pivot knee prosthesis has accumulated over 20 years of clinical application history, with a 17-year cumulative prosthesis retention rate of 98.8% and patient satisfaction of 95%, according to research published in The Knee.
As of 31 March 2026, the target company's total assets were approximately RMB 2.259 billion, total liabilities approximately RMB 1.947 billion, and owners' equity approximately RMB 312 million. The target company reported unaudited comprehensive net losses after tax of approximately RMB 95.80 million and RMB 104.73 million for the years ended 31 December 2024 and 2025 respectively.
The board believes the transaction is expected to improve the orthopedic business's performance and optimize its balance sheet, thereby enhancing the group's overall financial performance. The transaction includes a two-way price adjustment mechanism and lock-up arrangements: Suzhou MicroPort is subject to a 36-month lock-up or until the target company reports positive net profit (whichever is later). Based on available information, the highest applicable percentage ratio is estimated to be 5% or above but below 25%, likely constituting a discloseable transaction.
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