Benzinga | Apr 13, 2021 08:40AM EDT

BOQI International Medical Inc. Enters SPA To Acquire Three Hospitals For $24,923,077

BOQI International Medical Inc. (NASDAQ:BIMI) ("BIMI" or the "Company"), a leading healthcare products and services provider in China, today announced the signing of a stock purchase agreement (the "SPA") with two individuals ( the "Sellers") on April 09, 2021 to acquire three private hospitals in China, namely Yunnan Yuxi Minkang Hospital, Wuzhou Qiangsheng Hospital and Suzhou Eurasia Hospital (the "Hospitals").

Pursuant to the SPA, BIMI will purchase the Hospitals for an aggregate consideration of RMB 162,000,000 (approximately $24,923,077). Partial consideration for the purchase will be paid at the scheduled closing in late April 2021 through a combination of cash in the amount of RMB 20,000,000 (approximately US$3,076,923) and 4,000,000 shares of common stock of the Company, the value of which was agreed by BIMI and the Sellers to be RMB 78,000,000 (approximately $12,000,000), subject to necessary regulatory approvals.

The remaining purchase price of RMB 64,000,000 (approximately $9,846,153) (the "Earnout Amount") is subject to post-closing adjustments based on the performance of the Hospitals in 2021 and 2022. Specifically 50% of the Earnout Amount will be payable to the Sellers if the aggregate net profit of the Hospitals in 2021 equals or exceeds a net profit target of RMB 10,000,000 (approximately $1,538,461) prorated based on the closing date of the transaction. Should the Hospitals fail to meet the performance target a reduced Earnout Amount will be payable based on the ratio of the actual aggregate net profit to the net profit target. The Sellers will be entitled to receive 50%, or a smaller portion, of the Earnout Amount subject to the Hospitals reaching similar target in 2022.

Mr Tiewei Song, Chief Executive Officer and President of the Company, commented: "Following previous acquisitions of specialty hospitals, we are delighted to be able to continue accelerating our online-to-offline strategy through acquisition of these three private hospitals as we aim to establish a nationwide obstetrics and gynecology hospital chain. The acquisition should drive great synergies in helping BIMI engage more closely with consumer demand to provide affordable and accessible healthcare products and services in the OB/GYN area as well as in Chinese traditional medicine-related specialties."