Singapore’s Q & M Dental Acquires Veritas Dental

Singapore-based Q & M Dental Group on Wednesday said that it has entered into a Memorandum of Understanding (MOU) to acquire the dental clinic business of Veritas Dental for $614,580.

The MOU is binding as to the commercial terms set out therein, subject to due diligence, negotiation and execution of a business purchase agreement (BPA) in the form and substance satisfactory to the parties.

The proposed acquisition is in line with its plan to continue expanding its main dental business in Singapore. For the fiscal year ended 31 December 2023, Veritas’ net book value of its assets amounted to $203,486, Q&M Dental said.

Veritas Dental is a company incorporated in Singapore and operates a dental clinic business in the city-state. As on Wednesday, around 90% of Veritas’ total issued and paid-up share capital is owned by Dr Sebrina Binti Abdul Malik.

Q & M noted that the purchase consideration of $614,580 took into account several factors such as the current market conditions, history, track record and future prospects of the business, as well as Dr Sebrina’s professional expertise and strategic merits of the proposed business acquisition.

Advance Paid

Q & M has also paid a deposit of $96,028, which will form part of the purchase consideration, to Veritas during the signing ceremony of the MOU. In the event that BPA is not entered into or the conditions precedent for the Proposed acquisition is not fulfilled, Veritas will, within seven business days, refund the deposit to the Company without interest.

As part of the agreement, Veritas and Dr Sebrina will need to ensure that the consolidated net profit after tax (NPAT) of the acquired business meet certain amounts.

For instance, for the fiscal period from 1 September 2024, to 31 December 2026, the guaranteed NPAT to be met is $198,181 and b the end of August 2032, the guaranteed NPAT of the acquired business should amount to $770,000.

On completion of the deal, Dr Sebrina will sign a service agreement with Q&M which will include non-compete and non-solicitation clauses, and will be effective for a minimum duration of 10 years, said the group.

Q & M also added that it does not expect the proposed deal and any other related transactions to have any material effect on its net tangible assets per share and earnings per share for the fiscal year ending 31 December 2024.

Q & M Dental has reported a net profit of $9.8 million for the first half ended June 30, up 84% from $5.3 million in the previous corresponding period. The increase was attributed to higher revenue and net other gains.