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a. the names of the merger parties;
(a) Tamarind Health Limited (“THL”); and
(b) TalkMed Group Limited (“TalkMed”),
(collectively, the “Parties”).
b. a description of the transaction;
The notification relates to the proposed acquisition by TW Troy Limited, an indirectly wholly-owned subsidiary of THL, of all the issued and paid-up shares in TalkMed in accordance with Section 210 of the Companies Act 1967 of Singapore and the Singapore Code on Take-overs and Mergers pursuant to the Scheme Implementation Agreement dated 23 December 2024 (“Proposed Transaction”).
c. a description of the business activities of the merger parties worldwide and in Singapore;
THL
THL is a premier oncology and oncology-related clinic group in Asia that is indirectly controlled by Templewater, an alternative investment platform headquartered in Hong Kong. Templewater provides investment solutions to institutions, entrepreneurs, and family offices across various asset classes including private equity, impact investing, and real estate.
THL, through its subsidiaries in Singapore, is active in the following businesses in Singapore: (i) medical oncology; and (ii) other healthcare-related businesses, specifically, surgical oncology (breast cancer), cardiology and post-cancer services (primarily breast cancer).
Outside of Singapore, THL is active in post-cancer services (primarily breast cancer) and advisory and consultation services in Malaysia, medical and radiation oncology services in the Philippines and oncology services in Hong Kong.
TalkMed
TalkMed is a publicly listed company on the Mainboard of the Singapore Exchange Securities Trading Limited. TalkMed is a premier provider of medical oncology services, treatment of adult and paediatric blood disorders and haematologic malignancies and palliative healthcare services, serving patients in the private sector in Singapore through Parkway Cancer Centre. TalkMed also provides cellular and gene therapy related products and services through CellVec Pte. Ltd. and BioCell Innovations Pte. Ltd. Outside Singapore, TalkMed operates in Vietnam and the People's Republic of China.
d. a description of the overlapping goods or services, including brand names;
THL and TalkMed overlap in the provision of medical oncology services in Singapore.
e. a description of substitute goods or services from demand-side and supply-side considerations;
The Parties submit that from a demand-side perspective:
(i) patients generally regard unsubsidised public sector medical oncology services as a credible alternative and close substitute to private sector medical oncology services; and
(ii) surgical oncology services and radiation oncology services are not close substitutes to medical oncology services as surgery/radiation therapy is not an alternative or even a treatment option for some types of cancer.
From a supply-side perspective, the Parties submit that:
(i) medical oncologists practising in the public sector can switch to private practice and set up a private medical oncology business quickly and easily with little cost; and
(ii) surgical oncology and radiation oncology are not close substitutes to medical oncology as it would require a significant amount of time (beyond 12 months) and training for a surgical or radiation oncologist to switch to specialising in medical oncology.
f. the applicant’s views on:
i. definition of the relevant market(s);
The Parties consider that the relevant market for the purposes of this notification is the market for the supply of private and unsubsidised public sector medical oncology services in Singapore.
ii. the way in which competition functions in this market;
Medical oncology service providers compete intensely on various factors including price (as the market is generally characterised by significant competitive constraints imposed by private and public sector providers) and other key factors such as proximity of clinics to major hospitals (as patients value the ability to access a wide range of doctors at a single location), the coverage of key subspecialty areas of cancer care, innovation (e.g. ability to offer innovative therapies) and relationships with insurance providers.
iii. barriers to entry and countervailing buyer power; and
No material or insurmountable barriers to entry and expansion
The Parties submit that there are no material or insurmountable barriers to entry in the market for private and unsubsidised public sector medical oncology services in Singapore.
Amongst others, the capital required to set up a medical oncology clinic is not high, access to medical oncologists and relationships with insurance companies are not a significant or insurmountable barrier to entry, and intellectual property rights do not play a significant role in the market for private and unsubsidised public sector medical oncology services in Singapore. Existing competitors are also generally able to expand their services to service more patients by recruiting more medical oncologists, with no material factors affecting their ability to do so.
Ease of switching
The Parties are of the view that patients can, and do, switch between medical oncology service providers with ease, as switching costs are not high. It is not uncommon for patients to compare treatment options across different service providers and in doing so, switch to alternative service providers due to the ease of switching.
iv. the competitive effects of the merger (non-coordinated, coordinated and/or vertical effects, as relevant).
Non-coordinated effects
The Parties submit that the Proposed Transaction will not give rise to non-coordinated effects for the following reasons:
(a) the multitude of existing competitors in both the public and private sectors, including large national specialist centres and prominent private medical oncology service providers;
(b) the absence of material barriers to entry or expansion;
(c) the ease of switching between different medical oncology service providers, with minimal time and costs involved;
(d) the regulatory changes to reduce the cost of cancer drugs and corresponding changes in the claim limits of IPs, which act as a constraint on the ability of private sector medical oncology clinics to raise prices; and
(e) the agreed fees with insurers, which largely govern and constrain the pricing ability of medical oncology clinics.
Coordinated effects
The Parties submit that the Proposed Transaction will not give rise to coordinated effects for the following reasons:
(a) the presence of numerous existing competitors post-Proposed Transaction;
(b) the ease of switching by patients; and
(c) the absence of material barriers to entry.
Vertical effects
The Parties submit that the Proposed Transaction would not give rise to any vertical effects, as there are no supply relationships between THL and TalkMed.
Conglomerate effects
The Parties submit that the Proposed Transaction would not give rise to any conglomerate effects. While THL has portfolio companies active in other healthcare-related businesses in Singapore such as post-cancer care products, the Parties will not have the ability or incentive to foreclose their competitors, and would not have sufficient market power to leverage medical oncology services to foreclose competitors in the market for post-cancer care products.
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