Link: https://links.sgx.com/1.0.0/corporate-announcements/9V3U57YNI28XRYBA/c574e9e0a2dd999cfe5ff1e57697f4510c3de92c6075c7af1620d624bb68a895

Summary:

• Clearbridge Health Limited has entered into a binding term sheet to acquire Elpis Biopharmaceuticals Pte. Ltd. from vendors Chen Yan and Lim Chee Yong.
• The proposed acquisition is expected to be a reverse takeover of Clearbridge Health Limited under the Catalist Rules of the Singapore Exchange Securities Trading Limited.
• The total consideration for the acquisition of the entire issued and paid-up share capital of Elpis Biopharmaceuticals is US$330,000,000.
• The consideration will be fully satisfied by the issuance and allotment of new ordinary shares in Clearbridge Health Limited to the vendors upon completion of the acquisition.
• Elpis Biopharmaceuticals is involved in medical research and the development of next-generation cell therapies for treating solid tumours.
• Following the completion of the proposed acquisition, the parties have agreed to cooperate to facilitate any fundraising efforts by Clearbridge Health Limited to support further medical trials by the combined group.
• The binding term sheet became effective on April 28, 2025.
• The vendors and Clearbridge Health Limited have been granted an exclusive period of up to 270 days from the effective date (or a later mutually agreed date) to conduct due diligence and enter into a definitive Sale and Purchase Agreement.