Press Release

Sale of Eu Yan Sang by Righteous Crane Holding to Consortium Led by Rohto Pharmaceutical and Mitsui & Co


Apr' 24

Righteous Crane Holding Pte. Ltd. (“RCH”), an investment holding company owned by Tower Capital TCM Holdings L.P. (a fund managed by Tower Capital Asia Pte Ltd. (“Tower Capital Asia”)), Blanca Investments Pte. Ltd. (an indirect, wholly owned subsidiary of Temasek Holdings (Private) Limited) (“Temasek”), and certain members of the founding Eu family (“Eu Family”), is pleased to announce that it has entered into a conditional sale and purchase agreement today to sell its approximately 86% interest in Eu Yan Sang International Ltd (“Eu Yan Sang” or “EYSI”) to a consortium led by Rohto Pharmaceutical Co., Ltd. (“Rohto Pharmaceutical”) and Mitsui & Co., Ltd. (“Mitsui”) (collectively, the “Consortium”), for a total cash consideration of not less than S$687 million (the “Transaction”).

This Transaction values 100% of Eu Yan Sang at approximately S$800 million, which would work out to a minimum price of approximately S$1.80 per ordinary share in EYSI (“Share”)1. In addition, two members of the Eu Family will roll-over an approximately 10% interest in EYSI to the Consortium and become shareholders of the Consortium in order to provide strategic guidance and vision for Eu Yan Sang.

1 Based on 444,545,960 Shares outstanding, and after incorporating agreed adjustments in the Sale and Purchase Agreement for this Transaction.

Information about EYSI
Eu Yan Sang, founded in 1879, is a leading integrative health and wellness company with a unique heritage in Traditional Chinese Medicine (“TCM”) that operates over 170 retail outlets and 30 TCM clinics in its core Singapore, Hong Kong, and Malaysia markets. Eu Yan Sang also has a significant network across 29 markets, including manufacturing capabilities in Malaysia and Hong Kong.

Through its comprehensive and modern product portfolio, combined with a strong emphasis on continuous product innovation, Eu Yan Sang seeks to empower customers to live their best quality of life by providing health and wellness solutions rooted in TCM wisdom.

Background of RCH’s investment and the Transaction
RCH delisted Eu Yan Sang in 2016, and was motivated to grow and transform the business, modernise its product portfolio, grow its international reach, and strengthen its historical brand. Under RCH’s leadership and with the support of its leading management team, EYSI has enhanced its product innovation focus and employed a tailored omni-channel strategy to strengthen customer experience. This was further supported by investments in supply chain and ERP systems to streamline operations and drive continuous, sustainable growth. These efforts have led to sustained revenue growth and significantly improved profitability from 2016 to 2023, despite the unprecedented challenges posed by the COVID-19 pandemic and on-going macro-economic uncertainties.

Danny Koh, Board Director representing Tower Capital Asia, commented: “Over the past 8 years, Eu Yan Sang has evolved from a heritage TCM brand to a natural health and wellness leader with a global presence. We are proud to have overseen this strong period of growth at Eu Yan Sang and to have contributed to the company’s transformation. This showcases our ability to partner with high-potential family businesses, drive transformation, and position them for long term success.”

Jeffrey Chua, Board Director representing Temasek, added: “We saw the huge potential that Eu Yan Sang offered in the health and wellness industry when we invested in 2016. Since then, in close partnership with the Eu Family and the management team at Eu Yan Sang, we have taken Eu Yan Sang to a new level of growth from 2016 to 2023, that is seen with the launch of numerous products and expansion into new geographies. We would like to extend our best wishes to all of them as they embark on the next stage of growth.”

Richard Eu, Chairman, EYSI, said: “Eu Yan Sang has had a successful track record for close to 150 years since my family founded the company. We have enjoyed the collaborative journey with Tower Capital Asia and Temasek, and we thank them for their commitment and support in transforming Eu Yan Sang into a leading natural health and wellness enterprise. We welcome Rohto Pharmaceutical and Mitsui as our new shareholders and partners, and with their support, Eu Yan Sang will continue to pursue its mission of Caring for Mankind.”

Other important information
The Transaction remains subject to regulatory approvals for the Consortium and is expected to be closed by June 2024. As set out in an announcement of the same date by DBS Bank Limited for and on behalf of Soar R2M Pte. Ltd. (the “Offeror”), after the completion of the purchase of Shares from RCH, the Offeror shall make a mandatory general offer (the “Offer”) as required under the Singapore Code on Take-overs and Mergers for all the Shares in EYSI (other than those held by the Offeror), at an offer price which is no less than the price at which the Offeror acquired the Shares held by RCH on a per Share basis. The remaining shareholders in EYSI will hence have an opportunity to realise their investment in EYSI for cash. A copy of the announcement by Soar R2M Pte. Ltd. is available on EYSI’s website.

Deutsche Bank and UBS are acting as financial advisors to Eu Yan Sang, and WongPartnership LLP is acting as legal counsel of Eu Yan Sang in this Transaction and the Offer (if made).

About Rohto Pharmaceutical
ROHTO’s (4527: JP) corporate purpose is to lead all individuals and society to a state of well-being by delivering health to people around the world through its products and services. The development of its business in line with this purpose is guided by its business domain vision 2030, which calls for further expansion and reinforcement of its core business activities in the areas of OTC pharmaceuticals, skincare products, and other food items. It has also been focusing on business expansion in the areas of medical ophthalmology, regenerative medicine, and contract pharmaceutical development and manufacturing.

About Mitsui
Mitsui & Co., Ltd. (8031: JP) is a global trading and investment company with a presence in more than 60 countries and a diverse business portfolio covering a wide range of industries.

The company identifies, develops, and grows its businesses in partnership with a global network of trusted partners including world leading companies, combining its geographic and cross-industry strengths to create long-term sustainable value for its stakeholders.

Mitsui has set three key strategic initiatives for its current Medium-term Management Plan: supporting industries to grow and evolve with stable supplies of resources and materials, providing infrastructure; promoting a global transition to low-carbon and renewable energy; and empowering people to lead healthy lives through the delivery of quality healthcare and access to good nutrition.