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TALKMED GROUP LIMITED M&A Activity 2025

Jun 17, 2025

67717_rns_2025-06-17_68a07f86-c85e-4083-82b0-93d2e7762b3e.pdf

M&A Activity

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PROPOSED PRIVATISATION OF TALKMED GROUP LIMITED BY WAY OF A SCHEME OF ARRANGEMENT – LEAVE TO CONVENE SCHEME MEETING IN RELATION TO THE SCHEME

1. INTRODUCTION

The board of directors (the “ Board ” or “ Directors ”) of TalkMed Group Limited (the " Company ") refers to:

  • (a) the joint announcement dated 23 December 2024 (the " Joint Announcement ") made by the Company and TW Troy Limited (the “ Offeror ”), in relation to the proposed acquisition by the Offeror of all the issued and paid-up shares (“ Shares ”) in the capital of the Company held by the shareholders (“ Shareholders ”) of the Company, by way of a scheme of arrangement (the “ Scheme ”) in accordance with Section 210 of the Companies Act 1967 of Singapore and the Singapore Code on Take-Overs and Mergers; and

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  • (b) the announcement dated 12 June 2025 (the " Notice of Date of First Court Hearing ") made by the Company, in relation to the hearing date of the application in HC/OA 569/2025 (the " Application ") that had been filed with the High Court of the Republic of Singapore (the " Court ") for leave to convene the Scheme Meeting in the manner set out in the Application.

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Unless otherwise defined, capitalised terms used in this announcement (the “ Announcement ”) shall bear the same meanings as set out in the Joint Announcement or the Notice of Date of First Court Hearing, as the case may be.

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2. LEAVE TO CONVENE SCHEME MEETING IN RELATION TO THE SCHEME

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The Board would like to update Shareholders that the Court has today, at the hearing of the Application, granted leave to convene the Scheme Meeting for the purposes of considering and, if thought fit, approving the Scheme.

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The Company will make further announcements in due course on the issuance of the Composite Document to Shareholders and inform Shareholders on the date of the Scheme Meeting, in compliance with the applicable laws and regulations.

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Shareholders are advised to refrain from taking any action in relation to their Shares which may be prejudicial to their interests until they or their advisers have considered the information and the recommendations of the Independent Directors on the Scheme as well as the advice of the IFA to be set out in the Composite Document.

TalkMed Group Limited  | 101 Thomson Road, #09-02 United Square, Singapore 307591
T  (65) 6258 6918  |  F  (65) 6258 0648  |  www.talkmed.com.sg  |  Co. Reg. No. 201324565Z

Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor, accountant, tax adviser or other professional advisers.

3. DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors (including those who may have delegated detailed supervision of the preparation of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that there are no other material facts not contained in this Announcement, the omission of which would make any statement in this Announcement misleading. The Directors jointly and severally accept responsibility accordingly.

Where any information in this Announcement has been extracted or reproduced from published or otherwise publicly available sources or obtained from a named source, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately extracted from such sources or, as the case may be, reflected or reproduced in this Announcement.

By Order of the Board

Ang Peng Tiam Chief Executive Officer 17 June 2025

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TalkMed Group Limited  | 101 Thomson Road, #09-02 United Square, Singapore 307591
T  (65) 6258 6918  |  F  (65) 6258 0648  |  www.talkmed.com.sg  |  Co. Reg. No. 201324565Z