瑞银作为要约人的财务顾问，将为及代表要约人根据《收购守则》规则26.1作出股份要约，并根据《收购守则》规则13.5作出购股权要约：要约价为每股股份6.12港元，较本联合公告日期于联交所报价的每股股份收市价6.30港元，折让约2.86%。PA GOODDOCTOR (01833) and the offeror Anxin Co., Ltd. jointly announced that, according to the share alternative dividend plan, a total of 1,042,630,820 new shares will be distributed and issued as a special dividend. It is expected that the formal Stocks of these new shares will be sent out on January 24, 2025, and these new shares will begin trading on the Hong Kong Stock Exchange at 9:00 AM (Hong Kong time) on January 27, 2025.
Of these new shares, 698,970,587 new shares will be distributed and issued to the offeror. After the distribution and issuance of the new shares as a special dividend is completed according to the share alternative dividend plan, the total number of Shares controlled by the offeror will increase from 441,000,000 shares (approximately 39.41% of the total issued Shares as of the date of this joint announcement) to 1,139,970,587 shares (approximately 52.74% of the expanded total number of issued Shares after the distribution and issuance of the new shares as a special dividend). Therefore, the company will become an indirect non-wholly owned subsidiary of the Ping An Group, and the Group's financial performance will be consolidated into the Ping An Group's consolidated financial statements.
Since the offeror has chosen to use Shares for the dividend alternative (subject to its completion), the offeror must make a mandatory general offer for all offer Shares in accordance with Rule 26 of the Takeover Code, and make an appropriate offer under Rule 13 of the Takeover Code for all unexercised stock options to cancel all unexercised stock options (whether or not they have vested). The Shares offer will be made to independent shareholders, and the stock option offer will be made to stock option holders.
UBS Group, as the financial adviser to the offeror, will make the share offer on behalf of the offeror in accordance with Rule 26.1 of the Takeovers Code and the options offer under Rule 13.5 of the Takeovers Code: the offer price is HKD 6.12 per share, representing a discount of approximately 2.86% compared to the closing price of HKD 6.30 per share on the Stock Exchange on the date of this joint announcement.
After the offer is completed, the offeror hopes that the Group will continue its existing main Business. The offeror does not intend to redeploy any fixed Assets of the Group (except for those conducted in the course of the Group's day-to-day and general business) or terminate the employment of the Group's employees. The offeror does not intend to privatize the company and believes that there is no reasonable likelihood of privatizing the company.
It is reported that the offeror is wholly owned indirectly by the Ping An Group, and the offeror is the controlling shareholder of the company.