CARDIOFLOW-B, merged subsidiaries, and MicroPort Cardiac Rhythm Management have entered into a merger agreement for the transaction

According to the announcement from CARDIOFLOW-B (02160), on September 29, 2025, the company, its consolidated subsidiary MicroPort CardioFlow CRM Limited (an indirect wholly-owned subsidiary of the company), and the target company MicroPort Arrhythmia Management (a non-wholly-owned subsidiary of MicroPort® Medical (00853)) entered into a merger agreement. Under the terms and conditions of the merger agreement and in accordance with the Cayman Islands Companies Law, the company will acquire the target company through a merger, and the consolidated subsidiary and the target company will merge and continue as one company at the effective time, with the target company continuing as an indirect wholly-owned subsidiary of the company post-merger. As consideration, the company will issue and allot new shares to the shareholders of the target company. Upon completion of the merger, the member companies of the target group will become indirect subsidiaries of the company, and the financial performance of the target group will be consolidated into the financial performance of the group. The agreed value of the target company is USD 680 million, determined through fair negotiations between the company and the target company based on the valuation conducted by Jones Lang LaSalle Corporate Valuation and Consulting Limited. The target group primarily engages in CRM business, focusing on solutions for managing arrhythmias. It provides devices for monitoring patients' cardiac information to identify abnormal heart conditions, such as bradycardia and tachyarrhythmias; as well as applying electrical pulses and shocks to prevent or treat related abnormal conditions or provide cardiac resynchronization therapy. The board believes that the transaction aligns with the strategic development of the group's business and will help establish a globally influential cardiac product platform to offer a diversified range of products and product pipelines, achieving complementary synergies. The synergies generated from the transaction will expand and diversify the group's existing business, particularly strengthening the group's product and pipeline in structural heart disease and CRM solutions, while enhancing research and development capabilities, production capacity, distribution channels, and market expansion capabilities