Date: August 26, 2025
SIAS issued a press release on 4 June 2025 advising shareholders of Singapore Paincare Holdings Ltd (Singapore Paincare) to exercise caution and wait for the issue of the report of the independent financial adviser (IFA) on the privatization offer made for Singapore Paincare Holdings.
The IFA report issued on 13 August 2025 stated that the offer is “Fair and Reasonable” and pointed out that the offeror does not intend to increase the S$0.16 cash per scheme share.
SIAS would like to draw the attention of all shareholders to the latest joint announcement made by Singapore Paincare and Advance Bridge Healthcare Pte. Ltd on 25 August 2025, specifically the section titled “Clarification on Whatsapp Message sent to Scheme Shareholders”.
SIAS notes that many shareholders received two WhatsApp messages, one on 16 August 2025 summarising the offer and encouraging shareholders to support the delisting, and a reminder message on 21 August 2025 on the deadline of the proxy form. Both messages were signed off by Dr. Bernard Lee, Chief Executive Officer and Dr. Jeffrey Loh Chief Operating Officer of Singapore Paincare.
This is clearly a breach of rule 8.6 of the Code of take-overs and mergers which states “Except with the Council’s consent, campaigns in which shareholders are contacted by telephone or other medium may be conducted only by staff of the financial adviser who are fully conversant with the requirements of, and their responsibilities under, the Code”.
Shareholders of Singapore Paincare should not be pressured by the Whatsapp messages or any other form of contact. Instead, they should decide on this offer by reading the IFA report carefully and making up their own minds.
Given that the two WhatsApp messages were sent to shareholders before the closing of the submission of proxy forms, SIAS questions the accuracy and fairness of the decision made by some of the shareholders who may have been influenced by the content of the whatsapp messages. SIAS therefore calls for the scheme meeting on 28 August 2025 to be postponed and for shareholders to resubmit their proxy forms. This will ensure fair treatment for all shareholders.
David Gerald
Founder, President & CEO
SIAS
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