Microport (00853): Expected merger to be completed around December 19th.

Microport (00853) announced that the independent shareholders of Microport XinTong approved the merger agreement and related transactions at the extraordinary general meeting held on December 15, 2025. The merger is expected to be completed around December 19, 2025, whereby all existing issued shares of CRM Cayman (including common and preferred shares) will be cancelled in exchange for common shares of Microport XinTong, and CRM Cayman will become a wholly-owned subsidiary of Microport XinTong. This strategic merger is a key measure for optimizing resource allocation and enhancing overall competitiveness, aiming to strengthen synergies in structural heart disease and arrhythmia management. By integrating complementary product lines and global channel resources, the company will accelerate market penetration and enhance operational efficiency; leveraging mature overseas teams and infrastructure to further optimize localization service capabilities and supply chain resilience. At the same time, based on the accumulation of interventional therapy, precision delivery, and material platform expertise in structural heart disease business, as well as the technological advantages in AI diagnosis and algorithm domains in arrhythmia management business, the company will strategically enter the most promising battlefield of heart failure and expand high-quality business layout. In doing so, the company will build a comprehensive management solution covering all causes, stages, and processes of heart failure, providing complete heart failure management services for different pathogenic factors, disease stages, and the entire process of "monitoring-diagnosis-treatment-management." In the long run, the Group is committed to building the largest and most comprehensive professional platform in the global field of heart failure, driven by continuous technological innovation, and aspires to become a leader in emerging technologies in the diagnosis and treatment of heart failure. This move will significantly enhance the Group's position in the field of heart failure diagnosis and treatment, which has huge development potential, thereby comprehensively enhancing its overall competitiveness in the cardiovascular device field. The merger will also significantly optimize the Group's consolidated financial statements. Prior to the merger, the obligation to repurchase preferred shares of the arrhythmia management business due to historical financing arrangements was reflected as a financial liability in the Group's consolidated financial statements. With the completion of the merger, these preferred shares will be converted into common shares of Microport XinTong, and the corresponding obligation of approximately USD 260 million and related interest burden will be removed from the Group's consolidated financial statements, effectively reducing the Group's overall debt size and financial costs, lowering the debt-to-asset ratio. Furthermore, prior to this merger, CRM Cayman's convertible bonds with an original principal of approximately USD 128 million have been refinanced, along with accrued interest, replaced by medium to long-term bank loans with an annual interest rate of 2.8% (based on LPR and a certain floating point and calculation method subject to annual adjustment). This optimization of the pre-merger debt structure, coupled with the release of the obligation to repurchase preferred shares after the merger, will jointly optimize the Group's consolidated financial statements.