Independent financial adviser appointed for partial offer for Cordlife
[SINGAPORE] Cordlife has appointed Novus Corporate Finance as the independent financial adviser for a voluntary conditional cash partial offer it has received from a Thai company, said the private cord-blood bank on Thursday (May 29) in a bourse filing.
Medeze Treasury, a wholly owned subsidiary of Thai-listed stem cell company Medeze Group, had offered to buy a 10 per cent stake in Cordlife, or about 25.6 million shares, at S$0.25 apiece.
This reflects a premium of around 61.3 per cent over Cordlife's last traded price before the offer announcement of S$0.155 on May 9, and is also higher than its 12-month volume-weighted average price.
This is Medeze's first step into the Singapore market, as the company seeks to explore business opportunities with Cordlife, which has been embroiled in an investigation by the Ministry of Health after the company was found to have mishandled stored cord-blood units.
Medeze Treasury said the deal offers long-term opportunities for both companies, including the promotion of services together for market expansion, products and services development, and operational synergies.
Earlier in March, Cordlife sunk into the red with a net loss of S$6.3 million for its second half ended Dec 31, 2024, compared with a net profit of S$1.3 million in the previous corresponding period. This was mainly due to the fallout from lapses discovered in the storage of the company's cord-blood units two years ago.
Shares of Cordlife closed flat at S$0.27 on Thursday.
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Boey Swee Siang, partner at law firm RPC, pointed out that while Goh's failure to be aware of the cargo trading business constituted a breach of his duty of care, the court clarified that the 'red flags' identified by the company's liquidators were insufficient to trigger an inquiry into its financials. In Goh's case, he was only required to satisfy himself within reasonable limits regarding the company's financial position. 'The non-executive director is not required to make exhaustive inquiries into individual transactions or events, so long as these transactions or events were not, on their face, of such a nature as would raise immediate concerns,' added Boey. Yee Chia Hsing, an independent director at several SGX-listed companies, agreed with the judgment, saying directors cannot be expected to be better than auditors and there is a right to presume no fraud unless clear warning signs exist. 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