Worth reading
47Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
60
Ownership interest in USM shares (%)Wording
Conditional
How definitive the wording is.This transaction
Share TransfersCounterpartyVÕ XUÂN BỘI LÂM
Disclosing companyNissha Co.,Ltd.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of medical devices
Location Saigon Hi-tech Park, Long Thanh My Ward, HCMC (Vietnam)Share capital VND 282,681,280,000Date of incorporation October 2012
Net SalesVND 416,587 million (fiscal year ended December 2025)
Net income for the current fiscal yearVND 28,030 million (fiscal year ended December 2025)
Net assetsVND 831,615 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceNot disclosed due to the confidentiality obligations between the parties.
Amount of extraordinary income (loss)The Company expects to recognize a gain or loss on the sale of shares in an affiliate in its standalone and consolidated financial statements for the fiscal year ending December 2026. The amount is currently under review.
Impact on Business Performance
The impact on the consolidated full-year earnings forecast for the fiscal year ending December 2026 is currently under review. The Company will provide prompt disclosure once the impact is determined.
| Item | Details |
|---|---|
| Transaction name | Share Transfers |
| Counterparty name | VÕ XUÂN BỘI LÂM |
| Name of the Subject Company | USM HEALTHCARE MEDICAL DEVICES FACTORY JOINT STOCK COMPANY |
| Business Description of the Subject Company | Manufacture and sale of medical devices |
| Location of the Subject Company | Saigon Hi-tech Park, Long Thanh My Ward, HCMC (Vietnam) |
| Capital Stock of the Subject Company | VND 282,681,280,000 |
| Date of Establishment of the Subject Company | October 2012 |
| Net Sales of the Subject Company | VND 416,587 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | VND 28,030 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | VND 831,615 million (fiscal year ended December 2025) |
| Acquisition price | Not disclosed due to the confidentiality obligations between the parties. |
| Number of shares acquired | Number of shares transferred: 16,960,877 shares (number of voting rights: 16,960,877) |
| Voting rights ownership percentage | Before 59.99% (held by the Company; Nissha Vietnam Co., Ltd. holds 0.01%) (after not disclosed) |
| Amount of extraordinary income (loss) | The Company expects to recognize a gain or loss on the sale of shares in an affiliate in its standalone and consolidated financial statements for the fiscal year ending December 2026. The amount is currently under review. |
| Impact on Business Performance | The impact on the consolidated full-year earnings forecast for the fiscal year ending December 2026 is currently under review. The Company will provide prompt disclosure once the impact is determined. |
| Date of board resolution | 4 September 2026 |
| Contract Date | 4 September 2026 |
| Execution Date / Effective Date | Mid-September 2026 (50% of USM shares) (scheduled); mid-September 2027 to mid-September 2028 (10% of USM shares) (scheduled) |
Items this document does not state (14)
Operating Profit of the Subject CompanyExpenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Inappropriate accounting practices centered on circular transactions were identified at USM before its acquisition. After examining the feasibility of realizing the benefits of the acquisition and its potential impact on USM's future corporate value, the Company determined that it would be difficult to preserve and enhance the corporate value of the Group.
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