Biomedics Laboratory Pte Ltd.

Biolidics Limited (Catalist:8YY) entered into an agreement to acquire Biomedics Laboratory Pte. Ltd. from SAM Laboratory Private Limited for SGD 3.7 million on March 27, 2020. Biolidics will pay initial consideration of SGD 0.1 million upon completion of the transaction and remaining amount will be deferred for up to 24 months upon completion of the transaction. The aggregate consideration for the Sale Shares is SGD 3.5 million Where the Deferred Consideration is paid after 12 months (but not later than 24 months) from the Completion Date, the Consideration shall be SGD 3.7 million. Biolidics intends to satisfy the consideration through internal resources and/or bank borrowings. Biolidics has net asset value of approximately SGD 2.42 million as of December 31, 2019.

The transaction is subject to the completion of financial, legal, tax, operational and commercial due diligence exercise on Biomedics by Biolidics, all relevant consents and approvals required under any and all applicable laws for the disposal and the transactions contemplated under the agreement being obtained, including listing requirements and compliances required by the SGX-ST, all third party consents, Biomedics having fully discharged all intra-group indebtedness and all loans to/from any shareholder of any entity of the Group, entry into a distributorship services agreement (the "Distributorship Services Agreement") with Clearbridge Medical Group Pte. Ltd, entry into the share charge by the Biolidics in favor of SAM and Biomedics having entered into a hire purchase agreement with a financial institution in respect of the laboratory equipment purchased from NanoString Technologies, approval of Biolidics' shareholders at an extraordinary general meeting on April 30, 2020 and Biolidics Limited obtaining such approval as may be required from its directors and the SGX-ST. Non-Interested Directors of Biolidics recommend that Shareholders vote in favour of the ordinary resolution relating to the Proposed Acquisition. As on April 30, 2020, transaction was approved by shareholders of Biolidics.

The transaction is expected close on May 31, 2020. Proceeds of the transaction will be used as the Clearbridge Health's general working capital to fund the operations of the group's businesses. Xandar Capital Pte. Ltd. as the independent financial advisor to the directors of Biolidics. The Central Depository (Pte) Limited acted as depository bank for Biolidics Limited.

Biolidics Limited (Catalist:8YY) completed the acquisition of Biomedics Laboratory Pte. Ltd. from SAM Laboratory Private Limited on May 26, 2020. As of June 24, 2022 Board wishes to announce that the Biolidics Limited and SAM Laboratory Pte. Ltd, entered into a deed of amendment to modify, amend, and vary the SPA and the Share Charge, in particular, to vary the payment terms of the Deferred Consideration. Pursuant to the Second Amendment Deed, the Biolidics Limited and the SAM Laboratory Pte. Ltd acknowledge and agree that the Deferred Consideration shall be payable no later than August 25, 2023, being 39 months from the date of Completion.

CANCER-diagnostics company Biolidics has entered an agreement to acquire Biomedics Laboratory from SAM Laboratory, a subsidiary of Clearbridge Health, for a cash consideration of up to S$3.7 million. This acquisition will give Biolidics immediate access to Biomedics Laboratory's resources and capabilities, said Biolidics in a statement on Friday. Under the agreement, Biolidics will pay S$100,000 upon completion of the acquisition; the remaining consideration can be deferred for up to 24 months. If Biolidics makes payment within 12 months upon completion of the acquisition, the total consideration of the acquisition shall be less - S$3.5 million. In relation to the acquisition, Biolidics said that it will continue to collaborate with Clearbridge to tap its customer base by entering a distribution-services agreement with Clearbridge Medical Group to distribute diagnostics tests. The acquisition and distribution-services agreements are subject to the approval of Biolidics' shareholders at an extraordinary general meeting, to be convened in due course. The company has appointed Xandar Capital as the independent financial adviser. Biolidics shares closed up 4.6 per cent at S$0.21 on Friday.