ADICON Holdings Limited (Stock Code: 9860) has announced a major acquisition relating to the purchase of 100% of the issued shares of Crown Bioscience International (the “Target Company”). Under the share purchase agreement dated November 13, 2025, ADICON’s wholly owned subsidiary (the “Buyer”) will acquire the Target Company from JSR Life Sciences, LLC (the “Seller”) for a maximum total purchase price of USD204 million. This figure is subject to customary post-closing adjustments and potential earn-out payments of up to USD40 million and USD44 million based on 2025 and 2027 financial performance targets, respectively.

The upfront payment is around USD120 million, with the remaining amounts contingent upon achieving specified Adjusted EBITDA goals during defined periods. If the performance targets are not fully met, the total purchase price will be reduced accordingly. ADICON intends to finance the acquisition through internal resources, equity or debt financing, or a combination thereof.

Following completion, the Target Company will become a wholly owned subsidiary of ADICON’s Buyer entity. This deal constitutes a major acquisition under Chapter 14 of the Listing Rules, given that one of the applicable percentage ratios exceeds 25% but is below 100%. Accordingly, it is subject to the approval of ADICON shareholders at a general meeting. A circular containing further details, including audited financials and other information on both the Target Company and the enlarged group, is expected to be dispatched on or before April 30, 2026.

Management points to strategic benefits from the acquisition, including creating a global end-to-end laboratory service platform that combines ADICON’s clinical testing expertise with the Target Company’s global oncology-focused contract research capabilities. Approximately 23.1% of the enlarged group’s revenue is expected to be derived from outside China, reflecting ADICON’s continued internationalization of its service offerings. Shareholders and potential investors are advised to exercise caution, as completion of the deal remains subject to the satisfaction or waiver of various closing conditions.