HONG KONG, Aug 13, 2025 - (ACN Newswire) - Aug 12 2025, Kangji Medical Holdings Limited (“Kangji Medical” or the “Company”, Stock Code: 9997.HK) and Knight Bidco Limited (the “Offeror”) today jointly announced a privatisation proposal. The parties intend to implement the privatisation of the Company by way of a scheme of arrangement, with a view to enabling the Company to focus on long-term strategic decisions, such as longer-term business investment in R&D and operations enhancements.

Upon completion of the Proposal, the Company will become a wholly-owned subsidiary of the Offeror, and the listing of the Shares will be withdrawn from the Stock Exchange.

The Offeror is owned by a consortium comprising Mr. Zhong and Ms. Shentu (the Founders), the TPG Entities, NewQuest V and Al-Rayyan Holding.  

Rationale for the Proposal

Due to the long-term underperformance in the trading prices and trading liquidity of the Shares, the ability of the Company to raise funds from the equity market has been significantly limited. In addition, the Company has to incur administrative, compliance and other listing related costs and expenses for maintaining the listing status. Accordingly, there are limited benefits for the Company to maintain its listing status.

In light of intensifying competition in domestic market and ongoing regulatory uncertainties, and in order to achieve sustainable growth, the Company's long-term strategy requires significant investment which could create short-term pressure on the Company’s financial performance. It is anticipated that additional resources need to be allocated to areas including sales and marketing, investment in research, development, and commercialisation, and the Company’s market expansion outside of China.

Considering this, and the listing-related costs, there are limited benefits for Kangji Medical to maintain its listing status. In addition, the implementation of the Proposal will alleviate pressure on Kangji Medical’s short-term financial performance, which enables better focus on strategic objectives. It is anticipated that additional resources will need to be allocated for its future sustainable growth.

Furthermore, the Proposal provides minority shareholders an attractive opportunity to realise compelling returns amid market volatility, industry and macro uncertainties, and the limited liquidity of the Shares.

Knight Bidco Limited’s proposal offers a timely solution to Kangji Medical and its shareholders. Its proposal to privatise Kangji Medical will:

(a) reduce Kangji Medical’s administrative, compliance and other listing related costs;
(b) relieve Kangji Medical from the pressure associated with short-term performance metrics and enable Kangji Medical to focus on long-term strategic decisions (such as longer-term investment in R&D and operations enhancements which might incur short-term losses); and
(c) present shareholders with certainty over their ability to monetise their interests in Kangji Medical at an attractive premium to the undisturbed share price.

In summary, the Offeror believes that a take-private transaction is the strategic alternative that provides immediate and most compelling value for all shareholders, while also avoiding exposure to uncertain market conditions.

Overview of the Proposal

The proposal sets out a Cancellation Price of HK$9.25 per share, valuing the company at approximately US$1.4 billion on an equity value basis.[1]

The Offeror has indicated the Cancellation Price is final and will not be increased further.

The Cancellation Price reflects:

• A 21.7% premium over the closing price on the Undisturbed Date (being 30 June, 2025).
• A 47.3% premium over the closing price of 360-trading day average price up to and including the Undisturbed Date.
• An 84.6% premium over the 52-week closing low (HK$5.01) up to and including the Undisturbed Date.
• A Cancellation Price above the highest closing price as quoted on the Stock Exchange since 2022 (HK$8.66).

The Cancellation Price has taken into account, among other things, the recent and historical prices of the Shares traded on the Stock Exchange, publicly available financial information of the Company and with reference to other similar privatisation transactions in Hong Kong in recent years.

The Proposal is subject to satisfaction of the Pre-Conditions by the Pre-Condition Long Stop Date (being 31 January, 2026) and the Conditions by the Long Stop Date (being 30 April, 2026). The Company will appoint an independent financial adviser (the “IFA”) to advise the committee of directors who are considered independent for the purposes of the Proposal (the “Independent Directors”) for the purposes of making a recommendation to shareholders in connection with the Proposal. Details of the Proposal including the Independent Directors’ final recommendation on the Proposal and the IFA’s advice will be included in the Scheme Document, expected to be dispatched to shareholders in due course.

Scheme Meeting

Details of the Scheme Meeting to be convened will be contained in the Scheme Document which is expected to be dispatched to shareholders in due course.

There are several pre-conditions and conditions as set out in the Joint Announcement, including regulatory approvals, shareholders approval and compliance with other legislative requirements.

Irrevocable Undertaking

An Irrevocable Undertaking has been received from one institutional shareholder to vote in favour of the Proposal. Further details are available in the Joint Announcement.

Trading in the Shares of the Company has been suspended on the Stock Exchange since 9:00 a.m. on 18 July, 2025, pending the release of this Announcement. The Company has applied to the Stock Exchange for the resumption of trading of Shares with effect from 9 a.m. on August 13, 2025.

J.P. Morgan acted as the exclusive financial advisor to the Offeror.

Kangji Medical Holdings Limited

Kangji Medical is a medical device group founded in 2004 with headquarters at Hangzhou, Zhejiang Province, China. It was listed at the mainboard of the Stock Exchange of Hong Kong in June 2020 (Stock Code: 9997.HK). The Company specializes in the design, development, manufacture and sale of minimally invasive surgery instruments and accessories (“MISIA”). It strives for the mission of “providing physicians with high-quality products and services, and dedicating to improve people’s health”. The Company offers a comprehensive product portfolio to provide physicians and hospitals one-stop and tailored surgical solutions primarily for four major surgical specialties, including obstetrics and gynecology, general surgery, urology, and thoracic surgery. It is also committed to developing an internationally recognized minimally invasive surgery instruments and accessories platform with global coverage.

About Knight Bidco Limited

Each of the Offeror, MidCo and TopCo is a newly incorporated company in the Cayman Islands with limited liability and an investment holding company set up solely for the purposes of implementing the Proposal. As at the date of the announcement, the Offeror is wholly owned by MidCo, which in turn is wholly owned by TopCo. As at the date of this announcement, TopCo is held by the Consortium Members, as to approximately 25.53% by Fortune Spring ZM, approximately 14.47% by Fortune Spring YG, approximately 24.38% by TPG Asia VII, approximately 5.01% by Keyhole, approximately 5.69% by Knight Success, approximately 4.56% by NewQuest V and approximately 20.36% by Al-Rayyan Holding. As at the date of this announcement, save as disclosed in the section headed “Shareholding Structure of the Company” in the Joint Announcement, none of TPG Asia VII, Keyhole, Knight Success, NewQuest V and Al-Rayyan Holding is a Shareholder.

Kangji Medical is controlled by Mr. Zhong and his spouse Ms. Shentu who together hold 52.98% of the shares in Kangji Medical. Following the privatisation of Kangji Medical, Mr. Zhong and Ms. Shentu will remain the largest shareholders in the ultimate parent company of the Offeror, holding 40.00% of the shares in TopCo via Fortune Spring ZM and Fortune Spring YG. Further details are available in the Joint Announcement.

Each of the Founder Entities is a business company incorporated in the British Virgin Islands.

Knight Success is a newly incorporated company in Singapore with limited liability and an investment holding company. Keyhole is an exempted company incorporated in the Cayman Islands with limited liability and an investment holding company. TPG Asia VII is a company incorporated in Singapore with limited liability. Each of Knight Success and Keyhole is either wholly owned or controlled by TPG Asia VII, which is in turn controlled by TPG Asia GenPar VII Advisors, Inc. and ultimately controlled by TPG Inc., a publicly traded Delaware corporation (NASDAQ).

TPG is a leading global alternative asset management firm founded in 1992 with more than US$269 billion of assets under management as of 30 June 2025. For many years, TPG has been investing in transformation, growth, and innovation and aims to build dynamic products and strategies for its investors while also instituting discipline and operational excellence across its investment strategies and performance of its portfolios.

NewQuest V is a company incorporated in Singapore with limited liability and an investment holding company. NewQuest V is wholly owned by NewQuest Asia Fund V, L.P., which is in turn controlled by NewQuest Asia Fund V GP Ltd. and ultimately controlled by TPG Inc., a publicly traded Delaware corporation (NASDAQ).

Established in 2011, NewQuest is one of Asia’s leading secondary private equity platforms with the most experienced secondary team in Asia across five offices. Since its founding, NewQuest has focused on working with GPs to create bespoke, tailored solutions to meet liquidity and other strategic needs of private asset owners and their stakeholders. Starting from a strategic partnership forged in 2018, NewQuest became wholly owned by TPG in January 2022.

Al-Rayyan Holding is a limited liability company established in 2012 under the regulations of the Qatar Financial Centre Authority in the State of Qatar, and is a 100%-owned indirect subsidiary of QIA, the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term outlook. As at the date of this announcement, Al-Rayyan Holding and its concert parties (other than those who are, or deemed to be, acting in concert with Al-Rayyan Holding solely in connection with the Consortium) are not interested in any Shares.