SINGAPORE: Citicode Ltd. intends to acquire homegrown Livingstone Health Ltd. for up to S$72.0 million.

Upon completion, the transaction will constitute a reverse takeover (RTO) which will mark a new phase of transformation of the former Advance SCT Limited under the new leadership of its Executive Chairman and CEO, Mr Teh Wing Kwan and propel a new growth chapter for Citicode involving healthcare opportunities in Singapore and ASEAN.

Citicode announced a conditional sale and purchase agreement to acquire Livingstone Health, formerly known as Ardmore Medical Group Limited, at a base consideration of S$47.0 million with a deferred consideration of up to S$25.0 million –to be satisfied by payment of S$3.5 million in cash and issue of new Citicode shares.

Citicode will first consolidate its shares by a ratio of 500 existing shares to one, reducing its shares outstanding from 41.3 billion to 82.6 million. It will then issue up to 342.5 million new consolidated shares at S$0.20 per share to vendors of Livingstone Health.

In connection with the transaction, Citicode will transfer its listing from the Mainboard to the Catalist Board of the SGX-ST. With a market capitalisation of S$41.3 million based on its last closing price of 0.1 Singapore cent, Citicode said it needs to consolidate its shares on this scale to facilitate commercial discussions and execute the RTO.

Based in Singapore, Livingstone Health offers specialist healthcare services including orthopaedic surgery, anaesthesiology and pain management, aesthetics and wellness, cardiology and family medicine. It has also ventured into other paramedical products and services, such as a joint venture in Cambodia to provide aesthetics and wellness services, as well as healthcare design consultancy services.

In August 2019,the medical group, then known as Ardmore Medical, withdrew its proposal to list on the Catalist Board, citing developments related to its business operations at that time and changing market conditions.

“With disruptions due to COVID-19and an imminent recession, Citicode’s commodities trading activities face additional uncertainty, while its M&E projects have to contend with long gestation periods and supply chain disruptions. This deal can contribute to a sustainable turnaround for us. It will improve financial performance, reposition Citicode for future fund-raising and mitigate risks associated with our current businesses,” said Teh.

“Taking place amid a challenging time, this transaction will unveil a new and exciting chapter for Citicode.”

Livingstone Health’s Dr Wilson Tay said: “The proposal for this RTO has come after careful evaluation that followed an intensive period of our restructuring, expansion and acquisition. We have a high level of confidence in Wing Kwan, and believe that the Livingstone Health vision can be manifested across Singapore and ASEAN through this partnership with Citicode.