RIBOLIFE-B (06938.HK): Issues 14,087,085 Consideration Shares to Buy Remaining 49.71% of Ribocure

NewTimeSpace News: On 19 October 2026, Suzhou Ribo Life Science Co., Ltd. (the "Company") announced that on 16 October 2026 it entered into a share exchange agreement with the minority shareholders, pursuant to which, subject to and in accordance with its terms and conditions, the Company has conditionally agreed to acquire, and the minority shareholders have severally and conditionally agreed to sell, the target shares representing in aggregate 49.71% of the total issued shares of the target company Ribocure Pharmaceuticals AB, such that the Company will hold the entire interest in the target company. As of the announcement date, the Company held approximately 50.29% of the target company's total issued shares; upon completion, the target company will become a wholly-owned subsidiary of the Company and its financial results will continue to be consolidated into the Group.

The announcement disclosed that the transaction will be effected through a share swap between the Company and the minority shareholders, with each target share transferred to the Company entitling the holder to fifteen (15) consideration shares; the consideration will be settled by the allotment and issue of 14,087,085 consideration shares, representing approximately 8.26% of the total issued shares as of the announcement date and approximately 7.63% of the enlarged total issued shares. The minority shareholders comprise Erik Selin Fastigheter AB (32.65%, receiving 9,252,930 shares), Adstella (9.43%, 2,671,875 shares), LMG (6.61%, 1,873,125 shares) and independent third party NSC (1.02%, 289,155 shares). The target company, a clinical-stage biotechnology company incorporated under Swedish law in February 2022, serves as the Company's international R&D centre focusing on global clinical development and translational research of oligonucleotide therapeutics, particularly siRNA drugs for cardiovascular, metabolic, hepatic, renal and neurodegenerative diseases, and currently has five drug discovery and preclinical programmes.

The Company stated that the consideration was determined by reference to the appraised value of 100% of the target company's equity at the valuation date of SEK 1,997,265,000 (equivalent to approximately HKD 1,610.43 million at the exchange rate published on 30 June 2026), of which 49.71% equates to approximately HKD 800.54 million, or HKD 56.83 per consideration share; this represents a discount of approximately 10.96% to the closing price of HKD 50.60 per H share on the agreement date, and discounts of approximately 8.57% and 4.29% to the average closing prices of HKD 51.96 and HKD 54.39 over the five and 30 consecutive trading days before the announcement date. As one or more applicable percentage ratios exceed 5% but all are below 25%, the transaction constitutes a discloseable transaction; as Erik Selin Fastigheter AB is a substantial shareholder of the target company and Adstella and LMG are 37.52% and 100% owned by executive Director Dr. Gan, the transaction is also a connected transaction subject to the reporting, announcement, circular (including independent financial advice) and independent shareholders' approval requirements, with Dr. Gan and his associates required to abstain from voting at the extraordinary general meeting. The independent board committee comprises Dr. Yu Xuefeng, Mr. Ma Chaosong and Mr. Wang Ruiping, Gram Capital has been appointed as independent financial adviser, and the circular is expected on or before 4 December 2026.