JBM (Healthcare) Limited to Be Spun Off from Jacobson Pharma Corporation Limited

Announces Details of Proposed Listing on Main Board of SEHK

 

Highlights

• The fourth largest brand operator that carries both over-the-counter ("OTC") proprietary medicines and OTC proprietary Chinese medicines in Hong Kong in 2019 by revenue^[1]
• As a subsidiary of Jacobson Pharma Corporation Limited ("Jacobson Pharma"; Stock Code: 2633), JBM Healthcare is a unique field player with drug expertise and a heritage that continues to foster a corporate culture of prioritizing product efficacy and quality
• Notable and growing brand portfolio along with a proven brand management capability. As at March 31, 2020, JBM Healthcare carried a total of 20 principal brands, including 11 third-party brands and 9 own brands
• Extensive sales and distribution network in Hong Kong, with a geographical reach spanning over China, Macau, Taiwan and select countries in Southeast Asia, Europe, North America and the Caribbean Islands

HONG KONG SAR - Media OutReach - 25 January 2021 - JBM (Healthcare) Limited ("JBM Healthcare" or "Company" and, together with its subsidiaries, the "Group"), a Hong Kong-based company that markets and distributes branded healthcare products with product footprint across Greater China, Southeast Asia and certain other countries, today announced details of the proposed listing of its shares on the Main Board of The Stock Exchange of Hong Kong Limited ("SEHK").

Mr. Patrick Wong, Chief Executive Officer and Executive Director of JBM Healthcare (left) and Dr. Chu Ka Wing, President of the Proprietary Chinese Medicine Business and Executive Director of JBM Healthcare (right)

Jacobson Pharma indirectly holds 85.04% of JBM Shares. Upon completion of the proposed spin-off, Jacobson Pharma will hold not less than 50% of the shares of JBM Healthcare ("JBM Shares") and that JBM Healthcare will remain a subsidiary of Jacobson Pharma with its results continue to be consolidated into the accounts of Jacobson Parma. Jacobson Pharma will effect a distribution in specie of a portion of its JBM Shares if the spin-off proceeds, where each qualifying shareholder of Jacobson Pharma will be entitled to one JBM Share for every eight shares of Jacobson Pharma held.

JBM Healthcare has received pre-IPO Investments from three strategic investors, namely New Heritage Healthcare Limited, who was one of the cornerstone investors of Jacobson Pharma during its global offering in 2016 and an existing shareholder of Jacobson Pharma; Gold Century Assets Limited, which its wholly-owned subsidiary Kin Fung Weisen-U Company Limited, a joint venture partner of the Group; and Profit Cape Limited, an indirect wholly-owned subsidiary of Tycoon Group Holdings Limited (Stock Code: 3390), a company listed on the Main Board of the Stock Exchange who is also JBM Healthcare's Hong Kong distributor and the parent company of its joint venture partner in a jointly controlled entity. A total of 97,000,000 JBM Shares were issued pursuant to the pre-IPO investments, representing approximately 11.43% of the total issued JBM Shares immediately after completion of the pre-IPO investments, with an aggregate consideration of HK$97.0 million,

Offering Details

The Group intends to offer a total of 44,686,000 JBM Shares for the Public Offer. After deducting underwriting commissions and estimated expenses payable in connection with the Public Offer and assuming an offer price of HK$1.2 per Offer Share, net proceeds from the Public Offer are estimated to be approximately HK$10.6 million. China Galaxy International Securities (Hong Kong) Co., Limited is the Sole Sponsor of the listing.

The Hong Kong Public Offer will begin at 9:00 am on 26 January 2021 (Tuesday) and will end at 12:00 noon on 29 January 2021 (Friday). The allotment results will be announced on 4 February 2021 (Thursday). Dealing in JBM Healthcare's Shares will commence on the Main Board of SEHK on 5 February 2021 (Friday) under the stock code 2161. The shares will be traded in board lots of 2,000 shares each.

Investment Highlights

A leading Hong Kong-based brand operator with a notable and growing brand portfolio and proven brand management capability

The Group was the fourth largest brand operator that carries both OTC proprietary medicines and OTC proprietary Chinese medicines in Hong Kong in 2019 by revenue¹. As at March 31, 2020, the Group carried a total of 20 principal brands, including 11 third-party brands and 9 own brands. Besides, the Group has established a track record of introducing category-leading overseas branded healthcare products to local markets and revitalized the brand positioning of its heritage household brands based on changing demographics and consumer behaviors. It is believed that its brand management capability is among the core competitive advantages in the branded healthcare market.

A unique field player with a heritage of pharmaceutical background and quality-driven culture of Jacobson Pharma

As a subsidiary of Jacobson Pharma, a leading generic drug company in Hong Kong in 2019¹, the Group is a unique field player with drug expertise and a heritage that continues to foster a corporate culture of prioritizing product efficacy and quality. It is believed that, leveraged on the ethical and trustworthy reputation and high market standing of the Jacobson Pharma in the pharmaceutical sector, it makes third-party brand owners and product originators are more inclined to choose to partner with the Group. In addition, with the high standard of quality control inherited from an ethical pharmaceutical company, JBM Healthcare is one of the few GMP-accredited proprietary Chinese medicine manufacturers in Hong Kong¹. It is believed the long track record of providing reliable and quality products position the Group to capture any future market opportunities.

Dual engines of growth through sourcing and development of category-leading products and acquisitions of synergetic brands

Backed by a specialized product development team with relevant regional industry knowledge, the Group has a long proven track record of deploying dual engines to support its business developments. Not only organically growing its business through the in-depth understanding and clear vision of healthcare trends and categories with market space, as well as identifying product candidates or development with fitting allure and efficacy attributes. The Group also demonstrated the consistent ability to realize synergies through strategic acquisitions and investments, which are in line with its growth and business directions. It enables JBM Healthcare to expand its own brand portfolio successfully through acquisition and integration of attractive branded healthcare products.

Extensive sales and distribution network in Hong Kong with multi-region geographical reach

The Group has established an extensive sales and distribution network in Hong Kong, with a geographical reach spanning over China, Macau, Taiwan and select countries in Southeast Asia, Europe, North America and the Caribbean Islands. The stable business relationships with key retailers and the Hong Kong distributor, coupled with its reputation in delivering high quality products and the wide distribution network, have enabled JBM Healthcare to generate effective retail penetration and commercialization of its new products. Armed with a hybrid of sales and distribution models tailored for different products and geographic markets, It is believed that JBM Healthcare is well-positioned to leverage its geographical presence and develop a sustainable regional platform in Asia for branded healthcare products.

Seasoned management team with in-depth industry knowledge and regional experience

The Group's core management team comprises a group of technically seasoned industry veterans with a strong track record and proven execution capabilities. Vast majority of its directors and senior management team, who on average has approximately 25 years of relevant industry experience, are registered pharmacists or have pharmaceutical or medical academic backgrounds. It is believed that the experienced senior management team has been and will continue to be key to its success in deployment of its dual engines of growth, allowing the Group to further integrate its regional resources and take advantage of new opportunities.

Business Strategies

The PRC cross-border e-commerce market has grown rapidly as a result of the rising demand for overseas healthcare products and an increasingly structured and formalized cross-border e-commerce channel in the PRC market. According to Frost & Sullivan Report, the gross merchandise volume of pharmaceutical products e-commerce market in China is forecasted to reach HK$452.2 billion by 2024. The Group intends to expand its product offerings and deepen product penetration in China through cross-border e-commerce initiatives. In order to increase its product penetration to end consumers across all provinces, cities and counties in China and shorten its product launch time, the Group will continue to actively deploy efforts and resources in the development of cross-border e-commerce initiatives by broadening presence in cross-border e-commerce channels across a variety of popular platforms and engaging different cross-border e-commerce models. Besides, the Group intends to offer eligible branded health products through cross-border e-commerce channels while formulating integrated brand strategies to raise consumer awareness and profile of its brands and its own online store to support product launches and improve sales performance. The Group aims to optimize its online presence and enhance the visibility of its brand and products through multi-channel performance marketing initiatives, with the goal to increase the product penetration in the PRC market.

In addition, the Group will further expand its portfolio through organic growth and mergers and acquisitions in order to maintain its competitive position and ensure its future growth and success. While the Group will continue to seek organic growth for its product portfolio and adapt its product offerings and develop product line extensions by building on existing own brand products and their brand appeal, it also intends to pursue suitable opportunities to acquire synergistic businesses in line with its growth and business directions to enhance existing product portfolio and increase local presence in other key markets for its products and business.

Leveraging the Group's established local business relationships and networks, JBM Healthcare intends to develop a branded healthcare product sourcing and distribution platform in Asia through the integration of its regional resources and foothold. The Group sources third-party brand products and secure third-party manufacturing arrangements for selected products in Greater China and other select countries in Southeast Asia. In the short-term, the Group intends to leverage its established local business relationships and networks to further enhance the on-the-ground presence of its products through the establishment of joint venture and expansion of existing relationship. In particular, JBM Healthcare has established a joint venture with a renowned PRC state-owned conglomerate through a jointly controlled entity with its Hong Kong distributor and intend to increase its product penetration and explore other collaborative opportunities in China. For the long-term, the Group aims to strengthen its geographical reach in Southeast Asia and capture the growing demand for health and wellness products. The Group will seek to leverage on its track record in those strategic locations to further source and introduce new third-party brand products and eventually develop into a sustainable branded healthcare product sourcing and distribution platform in Asia.

Backed by an extensive network in Hong Kong, the Group intends to unleash the sales and distribution potential of its Chinese medicine practitioner network. It is believed that the direct access and frequent interaction with Chinese medicine practitioners in Hong Kong enables the Group to gain specific insights and understanding of their practices, preferences and operational environment. JBM Healthcare will seek to utilize such insights to capture new business opportunities and capitalize on this distribution channel.

Use of Proceeds

Assuming the Offer Price is HK$1.2 per Offer Share, the net proceeds are expected to be approximately HK$10.6 million, and the Group will apply such net proceeds for the following purposes:

Item	Percentage
To fund the portfolio development and brand management of proprietary Chinese medicines	47.2%
To fund payments (upfront, in stages or otherwise) for obtaining additional distribution rights from third-party brand owners, as part of the strategy to grow third-party brand product portfolio	43.4%
To supplement working capital and for general corporate purposes	9.4%

About JBM (Healthcare) Limited (健倍苗苗（保健）有限公司)

JBM Healthcare is a Hong Kong-based company that markets and distributes branded healthcare products with product footprint across Greater China, Southeast Asia and certain other countries. Its portfolio includes a wide range of branded healthcare products, comprising consumer healthcare products and proprietary Chinese medicines. For more details about JBM Healthcare, please visit: www.jbmhealthcare.com.hk