KUALA LUMPUR (Oct 2): PMCK Bhd (KL:PMCK) has proposed to diversify into the import and supply of medical consumable products by acquiring Derberg Sdn Bhd and Marpoliq Sdn Bhd for RM52.77 million in cash.
In a Bursa filing on Friday, the healthcare services provider said it had entered into a conditional share sale agreement to acquire the two companies, which are owned by siblings Lim Foong Leng, 61, and Lim Kwai Weng, 57.
Foong Leng, which owns controlling stakes in both companies, founded Marpoliq in 1996 and later acquired Derberg in 2009, when it was a company without operations.
Kwai Weng was appointed director of Marpoliq in 1997 and Derberg in 2009.
PMCK said the acquisition would reduce its reliance on its existing healthcare services business and diversify its revenue into another area of the medical industry.
Marpoliq supplies medical consumables, while Derberg is involved in their import. Derberg holds the Medical Device Authority (MDA) registrations and licences for the group's product portfolio.
The companies supply a range of medical consumables, including oxygen therapy, breathing and airway management products, suction and drainage systems, and enteral feeding products. Their customers include government and private hospitals and clinics, with some customer and supplier relationships spanning more than 25 years.
PMCK will fund the purchase through a combination of bank borrowings and internally-generated funds. This includes a RM5.28 million deposit, RM41.49 million payable upon completion, and a further RM6 million that will only be paid if the companies meet the agreed profit targets for FY2027 and FY2028.
PMCK had RM16.8 million in cash and total borrowings of RM43.7 million as at July 31, 2026.
Marpoliq and Derberg have guaranteed a combined profit after tax of at least RM3 million each year during the profit guarantee period.
To ensure the profit guarantee is met, the group also said it had entered into management service agreements with Foong Leng and Kwai Weng. These agreements secure their continued involvement in overseeing operations, reporting to the boards, proposing strategies, managing day-to-day affairs and ensuring compliance with laws, while retaining their existing sales teams.
For FY2026, Marpoliq and Derberg recorded a combined adjusted profit after tax of RM5.34 million, after taking into account non-recurring items.
PMCK said the purchase consideration was arrived at on a willing seller willing buyer basis taking into consideration amongst others, the audited profit after tax of Marpoliq and Derberg as at March 31, 2026, the profit guarantee to be attained by Marpoliq and Derberg for FY 2027 and FY2028 as well as the future prospects of Marpoliq and Derberg.
PMCK said ZICO Evolve Capital Sdn Bhd, which was appointed to assess the RM52.77 million purchase price, concluded that the consideration was fair.
ZICO reviewed the adjusted purchase price, profit after tax and earnings before interest, tax, depreciation and amortisation (EBITDA), and found the adjustments appropriate. It also compared the valuation with similar listed companies and six recent acquisitions of Malaysian medical consumable businesses.
Based on these comparisons, ZICO found that the valuation multiples for the adjusted purchase consideration of RM38.32 million were below the relevant industry benchmarks. The adjustment excludes RM14.45 million in short-term investments, including unit trusts and bonds, as these are liquid assets that can be easily converted into cash and used to offset the purchase price.
PMCK said the acquisition is expected to contribute at least 25% of the group’s net profit once completed and will require shareholders’ approval.
Based in Kedah, PMCK operates Putra Medical Centre in Alor Setar, a 121-bed facility. It is also using its IPO proceeds to build a new healthcare hub in Kulim, which is expected to be completed by the first quarter of 2028.
For FY2026, PMCK’s net profit rose to RM3.05 million from RM884,000, while revenue increased 5.2% to RM22.89 million from RM21.76 million.
It had RM16.8 million in cash and total borrowings of RM43.7 million as at July 31, 2026.
Its shares closed 1.5 sen, or 8.33%, higher at 19.5 sen on Friday, which was still below its IPO price of 22 sen, giving the company a market capitalisation of RM212.7 million. PMCK was listed in July last year.