Albedo

Albedo has proposed a Reverse Takeover (RTO) by HealthTrends Medical Investments Pte Ltd (HTMI). According to Wikipedia, a RTO occurs when a publicly-traded smaller company acquires ownership of a larger company. It typically requires reorganization of capitalization of the acquiring company. In the event the larger company is not publicly traded, the RTO results in a privately held company becoming a publicly held company by circumventing the traditional process of filing a prospectus and undertaking an IPO. It is accomplished by the shareholders of the private company selling their shares in the private company to the public company in exchange for shares of the public company.

The entire purchase consideration for the Proposed Acquisition is up to a maximum of $400m, to be satisfied by the issue of new shares at an issue price of $0.25 per Share will be payable in two tranches. The first tranche of the purchase consideration amounting $280m (Initial Purchase Consideration) will be payable on Completion. The second tranche of the purchase consideration amounting to not more than $120 m will be dependent on the net profit after tax attributable to shareholders of the Pro forma HTMI Group for FY ending 31/12/08.

The HTMI Group is a regional healthcare enterprise providing integrative medical, aesthetics and wellness care services. To date, it has an extensive network of over 100 owned and affiliated medical clinics, aesthetics, specialists, wellness centres, and operations across Asia, i.e. Singapore, Malaysia, Hong Kong, Beijing, Bangkok and Jakarta.

The core segments of HTMI's healthcare expertise, services and products include:

• Primary Medical Care, with emphasis on the prevention and treatment of chronic and degenerative diseases;
• Specialist Medical Care, which focuses on day surgery, oncology, orthopaedics, eye, spine care, physiotherapy and pain management;
• Aesthetics and Lifestyle, with special focus on beauty and skin care, body contouring, clinical grade cosmetics, weight management as well as medical spa treatment and services; and
• Medical Wellness Care, for the provision of scientifically accredited wellness care products and diagnostics with particular focus on health screening and clinical nutrition.