Everest Medicines Limited (“Everest Med”, 01952) has agreed to buy 100% of Hasten Biopharmaceuticals (SG) Pte. Ltd. (“Target Company”) and assume a US$148.80 million shareholder loan from Hasten Biopharmaceuticals (Asia) Limited (“Seller”) in a major and connected transaction valued at US$250.00 million (about RMB1.72 billion).
Transaction Structure and Payment • Consideration: US$250.00 million, reflecting a 22% discount to the independent appraised equity value of US$320.00 million (RMB2.20 billion). • Installments: 60% (US$150.00 million) due at closing; 20% (US$50.00 million) payable in 1Q 2028; remaining 20% (US$50.00 million) payable in 1Q 2029. • Funding: Internal resources and bank facilities. Everest Med has already paid an RMB200.00 million deposit, which the Seller must refund within 10 business days after closing. • Assignment: Purchase price includes the takeover of the US$148.80 million shareholder loan.
Valuation Basis Independent valuer PG Advisory applied an 11.8x EV/EBITDA multiple—derived from eight regional pharma comparables—on the Target Company’s 2025 EBITDA of US$27.27 million, arriving at an enterprise value of US$322.30 million. After adjustments for cash, a 20.1% discount for lack of marketability and a 23.9% control premium, equity value was set at US$320.00 million.
Target Company Snapshot (FY2025) • Normalized revenue: US$82.23 million (RMB566.30 million). • EBITDA: US$27.27 million (RMB187.82 million). • Total assets: US$163.44 million (RMB1.13 billion). • Net assets: US$9.18 million (RMB63.19 million). The Singapore-incorporated Target holds MAH, trademark and commercial rights to 14 branded chronic-disease drugs marketed across multiple Asia-Pacific jurisdictions and operates with a field force of about 120.
Strategic Rationale Everest Med aims to deepen its chronic-disease franchise—covering cardiovascular, kidney and metabolic segments—and accelerate regional rollout of its existing products (e.g., NEFECON®, VELSIPITY®, XERAVA®). The acquisition provides an established pan-APAC commercialization platform and diversifies revenue with a portfolio of recurring-demand brands.
Regulatory & Shareholder Approval As the Seller is an associate of Everest Med’s substantial shareholder Wei Fu and the CBC Group, the deal is classified as both a major and connected transaction under HKEX Rules. It requires approval by independent shareholders at an upcoming extraordinary general meeting. The long-stop date is 6 October 2026, with closing to occur within 10 business days after satisfaction of conditions precedent.
Risk Considerations Completion hinges on numerous conditions, including regulatory clearances, absence of material adverse changes, and financing availability. Either party may terminate if key conditions are unmet by the long-stop date.
If completed, the Target Company will become an indirect wholly owned subsidiary of Everest Med, with financial results consolidated into the Group’s accounts.