SCIENTECH (02291.HK): Acquires 54.2384% Equity of Shanghai Minwei Biotechnology for RMB 1.088 Billion, Constituting Major and Connected Transaction
NewTimeSpace News: On 21 August 2026, LEPU ScienTech Medical Technology (Shanghai) Co., Ltd. (02291.HK) announced that the company entered into a share transfer agreement with the seller and Shanghai Minwei Biotechnology Co., Ltd. (the target company) after trading hours the same day, conditionally agreeing to acquire an aggregate of 54.2384% equity of the target company for a cash consideration of RMB 1,088,387,980.
The consideration will be paid in two instalments: the first instalment of RMB 653,032,788 (60% of the consideration) upon satisfaction or waiver of the completion conditions, and the second instalment of RMB 435,355,192 (40% of the consideration) within eighteen months from the completion of industrial and commercial change registration with the market regulatory authority. The consideration was determined by reference to, among other things, the preliminary valuation of RMB 1,110,000,000 by the independent valuer JLL Corporate Appraisal and Advisory Limited. The company intends to fund the consideration with internal resources, involving a proposed change in use of global offering net proceeds: all unutilised net proceeds originally allocated to R&D, sales and marketing, capacity enhancement and working capital (approximately HKD 160.8 million) will be reallocated to potential strategic investments and acquisitions, increasing the allocation from HKD 24.9 million to HKD 185.7 million, subject to shareholders' approval.
The seller is the controlling shareholder of the company, holding approximately 77.54% of the total issued share capital, and both the seller and the target company are therefore connected persons of the company; the acquisition constitutes a major transaction and a connected transaction, subject to reporting, announcement, circular and independent shareholders' approval requirements. The target company was established on 20 April 2021, focusing on cardiovascular, endocrine and metabolic diseases, with the LAGMA GPCR agonist screening platform, the RAF ultra-long-acting molecule development platform and the Dual-siRNA development platform; its core candidate drug MWN109 (tablet, obesity indication) has entered Phase III clinical trials, and in October 2025 it out-licensed MWN105 injection to Sidera Bio ApS of Denmark, under which it will acquire 9.99% equity of Sidera and is entitled to cumulative milestone payments of up to USD 1.01 billion. For 2025, the target company reported audited revenue of RMB 226,896,196.22 and profit after tax of RMB 28,979,972.07. Upon completion, the target company will become a non-wholly-owned subsidiary of the company and be consolidated. A circular is expected to be despatched on or before 14 September 2026, an independent board committee has been established, and Somerley Capital Limited has been appointed as independent financial adviser.
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