| Time: September 3, 2025 08:40:13  China Finance Network |
Original title: Desijia: Disclosed transaction – Acquisition of Swiss and UK assets through subsidiaries
Or completeness does not make any statement and expressly states that it shall not be liable for any losses arising from or reliance on such content in whole or in any part of this announcement.
EuroEyes International Eye Clinic Limited
Deshijia International Ophthalmology Co., Ltd.
(a limited company incorporated in the Cayman Islands)
(Stock Code: 1846)
Disclosed transactions
Acquisition of Swiss and UK assets through subsidiaries
The Board of Directors of the Acquisition is pleased to announce that on September 2, 2025 (after the trading period), EuroEyes Swiss (as the buyer), the Company (as the guarantor) and Betterview Swiss (as the seller), according to which EuroEyes Swiss agreed to purchase and Betterview Swiss agreed to sell Swiss assets, with a total Swiss consideration of 12,010,000 Swiss francs (equivalent to approximately 117,029,043 ). The Board of Directors is also pleased to announce that on September 2, 2025 (after the trading session), EuroEyes UK (as the buyer) entered into a UK agreement with Betterview UK (as the seller), according to which EuroEyes UK agreed to purchase and Betterview UK agreed to sell UK assets, with a total UK consideration of CHF 200,000 (equivalent to approximately £184,420 and £1,948,860). The meaning of Listing Rules Since one or more of the applicable percentage ratios (defined in Listing Rules) in relation to the Acquisition exceeds 5% but all applicable percentage ratios are less than 25%, the Acquisition constitutes a disclosure transaction of the Company and therefore must comply with the declaration and announcement provisions under Chapter 14 of the Listing Rules. Warn shareholders and the Company’s potential investments, please note that the completion of the acquisition will be subject to the fulfillment of certain prerequisites under the Agreement (or exemption, if applicable) and therefore, completion may not occur. Shareholders and our company’s potential investments are requested to act cautiously when buying and selling shares. The Board of Directors is pleased to announce that on September 2, 2025 (after the trading period), EuroEyes Swiss (as the buyer), the Company (as the guarantor) and Betterview Swiss (as the seller), according to which EuroEyes Swiss agreed to purchase, and Betterview Swiss agreed to sell Swiss assets, with a total Swiss consideration of 12,010,000 Swiss francs (equivalent to approximately 117,029,043 ).
The Board of Directors is also pleased to announce that on September 2, 2025 (after the trading session), EuroEyes UK (as the buyer) and Betterview UK (as the seller), according to which EuroEyes UK agreed to purchase and Betterview UK agreed to sell UK assets, with a total UK consideration of CHF 200,000 (equivalent to approximately £184,420 and £1,948,860).
Swiss Agreement
Date: September 2, 2025
Party: (1) EuroEyes Swiss (as the buyer);
(2) Betterview Swiss (as the seller); and
(3) Our company (as the guarantor)
To the best of the Directors’ knowledge, information and belief after making all reasonable enquiry, as at the date of this announcement, Betterview Swiss and its ultimate beneficial owners are independent third parties independent of the Company and its connected persons and have no connection with them.
Assets to be acquired
EuroEyes Swiss (as Buyer) will purchase, and Betterview Swiss (as Seller) will sell certain assets related to: (i) seven refractive surgical medical clinics located in Zurich, Bern, Lucerne, San Gallen, Lugano, Lausanne and Geneva; (ii) refractive surgical treatment operating room in Zurich; and (iii) several headquarters assets under the Swiss Agreement, which will include: (a) commercial contracts, client contracts, employment contracts, lease contracts and past patients agreements (a) agreements agreed by Betterview (b) lease property decoration, furniture and installations, office equipment, medical machinery/production equipment, tools, computer hardware and software; (c) intellectual property rights; (d) customer information; (e) personnel files, technology, transportation and marketing records, manuals and guidelines; (f) responsibilities under the contract referred to in (a) above, except as such past cases agreed to be retained by Betterview Swiss.
The Swiss price to be paid by EuroEyes Swiss to Betterview Swiss under the Swiss Agreement shall be CHF 12,010,000 (adjustable) and will be paid as follows:
(a) For the purposes of CHF 9,800,000, the initial Swiss purchase price, i.e. CHF 9,800,000 (adjustable);
(b) For the case of CHF 2,000,000, the Swiss variable amount shall be paid in cash within 30 business days after the determination date, i.e., not exceeding CHF 2,000,000; and
(c) For the remaining CHF 210,000, the transfer and sale of Swiss Consideration Shares to the designated person of Betterview Swiss at or thereafter, ie, a total of 1,363,636 unvoting shares of the share capital of EuroEyes Swiss with a par value of CHF 0.01 per share.
Cost Benchmark
The Swiss consideration is determined by EuroEyes Swiss and Betterview Swiss in fair consultations on general business terms and reference (including) past income of Swiss assets; net book value of Swiss assets; and future business prospects of Swiss assets.
Prerequisites
The Swiss Agreement must be completed after the following are concluded:
(a) (if any) must have obtained all government, administrative or regulatory approvals (whether in Switzerland or elsewhere) required to enter into the transaction under the Swiss Agreement and all waiting periods (or any extensions) under relevant laws have expired or have been terminated by the competent authority;
(b) There is no pending or threatened lawsuit in writing, and no court, administration or arbitral tribunal has issued any order, injunction or award seeking to prevent the conclusion of the transaction under the Swiss Agreement; and
(c) Mr. David Holenstein and Mr. Ulrich Harmuth (two of the persons designated by Betterview Swiss to be transferred and transferred to the Swiss Consideration Shares);
(d) No material adverse effects occurred before the date of completion and continued on that date;
all transactions to be conducted under the agenda and all corporate actions required to complete the transactions to be conducted under the Swiss Agreement and to change the company name of Betterview Swiss to “betterstate AG”;
(f) The lease contract for the property occupied by the medical centres in Zurich, Geneva, Lausanne and Lugano has been transferred to EuroEyes Swiss, or EuroEyes Swiss has otherwise become the lessee of the property;
(g) Betterview UK and EuroEyes UK have entered into a UK agreement;
(h) All statements and warranties under the Swiss Agreement shall be true and accurate in all material respects as of completion (but the relevant statements and warranties made on a particular date shall be true and accurate in all material respects as of that date only);
(i) Mr. David Holenstein and Mr. Ulrich Harmuth (two of the persons designated by Betterview Swiss to be transferred and transferred and transferred by Swiss Consideration Shares) have been terminated by Betterview Swiss or any other relevant third party, whether arising under the Employment Agreement and/or any other agreement (including but not limited to the Shareholder Agreement), which would otherwise restrict their activities with EuroEyes Swiss or any member of the Group; and
(j) Betterview Swiss has fulfilled in all material respects all liability that it shall perform before or on the date of completion under the Swiss Agreement.
The Swiss Agreement will be completed on the completion date after the conditions precedents set out in the Swiss Agreement are met.
Book value, income and profit (loss) of assets
To download the book value of Swiss assets as at 31 December 2024 and 31 August 2025 (excerpted from Betterview Swiss financial statements):
On December 31, 2024, on August 31, 2025
The carrying value of Swiss assets is 18,692,253.49 Swiss francs 16,862,689.85 Swiss francs as listed in the year ended December 31, 2024 and the six months ended June 30, 2025 (excerpted from Betterview Swiss financial statements):
As of 2024 to 2025
Six months ended June 30, the year ended December 31
Income 15,749,313.64 Swiss francs 6,463,800.70 Swiss francs
Gross profit of 4,489,110.29 Swiss francs 666,072.31 Swiss francs
guarantee
Under the Swiss Agreement, the Company promises to guarantee EuroEyes Swiss payment of the Swiss consideration contained in the Swiss Agreement and to ensure that EuroEyes Swiss is provided with the funds required to pay the Swiss consideration.
Shareholder Agreement
After the completion of the Swiss Agreement, the Company (as a major shareholder of EuroEyes Swiss), EuroEyes Swiss minority shareholders and EuroEyes Swiss will enter into a shareholder agreement to regulate their respective rights and obligations, together with the grant of put options and call options respectively.
Under the Shareholder Agreement, the Company (as the Grantor) will grant put options to EuroEyes Swiss Minority Shareholders (as the Grantor), under which EuroEyes Swiss Minority Shareholders may require the Company to purchase all shares equal to EuroEyes Swiss, with the unit price per share calculated at eight times the average EBITDA for the past two financial years before the exercise of the put option by EuroEyes Swiss.
Put options can only be exercised after January 1, 2030.
Subscription options
Under the Shareholder Agreement, EuroEyes Swiss Minority Shareholder (as grantor) will grant the Company (as grantor) a subscription option, whereby the Company may require EuroEyes Swiss Minority Shareholder to sell all or any shares equal to EuroEyes Swiss to the Company at a unit price per share of one of the following two: (a) in the event of a good turnover event (as defined below), it shall be calculated at eight times the average EBITDA per share for the past two financial years before the exercise of the subscriber option; or (b) in the event of a bad turnover event (as defined below), the face value of each share, i.e., CHF 0.01.
The subscription option may be exercised within 3 years from the date of completion of the Swiss Agreement when any of the following trigger events occur (A):
(a) EuroEyes Swiss minority shareholders have committed certain incidents such as serious violations of any provision of the shareholder agreement or committing crimes (“Unbeat Leave Incidents”); or
(b) EuroEyes Swiss minority shareholder dies, insolvency, bankruptcy or faces any judicial or voluntary debt restructuring process (“Good Resignation Event”); or
(B) Unconditional exercise will be exercised three years after the completion date of the Swiss Agreement.
UK Agreement
Date: September 2, 2025
Contracting Party: (1) EuroEyes UK (as Buyer); and
(2) Betterview UK (as the seller)
Their ultimate beneficial owners are each independent third parties independent of the Company and its connected persons and have no connection with them.
Assets to be acquired
EuroEyes UK (as the Buyer) and Betterview UK (as the Seller) enter into a UK agreement, in which EuroEyes UK agrees to purchase and Betterview UK agrees to sell UK assets, i.e., the property, assets and rights used by Betterview UK in its business in the UK (but not including certain business debts, hand or bank cash, and any amounts recoverable by Betterview UK for taxes related to the UK business), and the UK business is the ophthalmic service business under the name “Betterview” or “Betterview Britain” (including but not limited to laser treatment and refractive surgery).
cost
The UK consideration under the UK Agreement shall be CHF 200,000 (equivalent to approximately £184,420 and £1,948,860) and shall be paid in cash upon completion.
Cost Benchmark
The UK consideration is determined by EuroEyes UK and Betterview UK in accordance with general business terms and with reference to the net book value of UK assets.
Prerequisites
The UK agreement must be completed after the following are reached:—
(a) The prerequisites contained in the Swiss Agreement have been reached or exempted under the terms of the Swiss Agreement and the Swiss Agreement becomes unconditional;
(b) All statements and warranties made under the UK Agreement are true and accurate on the date and at the time of completion of the UK Agreement.
Finish
The UK Agreement will be completed on the completion date after the conditions precedents set out in the UK Agreement are met.
List the book value of UK assets as at 31 December 2024 and 31 August 2025 (excerpted from Betterview UK financial statements):
On December 31, 2024, on August 31, 2025
The book value of UK assets is 2,107,810.59 Swiss francs 1,894,703.67 Swiss francs
List the revenue and gross profit attributable to UK assets for the year ended December 31, 2024 and the six months ended June 30, 2025 (excerpted from Betterview UK financial statements):
As of 2024 to 2025
Six months ended June 30, the year ended December 31
Income of 199,585.50 Swiss francs 600,378.10 Swiss francs
Gross profit (565,979.64) Swiss franc (345,830.70) Swiss franc
Reasons for entering into the acquisition
The Group is mainly engaged in refractive surgery business. The acquisition will enable the Group to immediately establish a business base in major Swiss cities and consolidate its position in London, one of the major European refractive surgery markets. The clinics that make up assets have generated recurring revenue and have a solid customer base.
The Board of Directors believes that the acquisition represents the Group’s strategic expansion into the important European market Switzerland and consolidate its market position in the UK, thereby expanding the geographical distribution of the Group’s business, and is expected to make positive contributions to the Group’s long-term growth. The Directors believe that the terms of the agreement are fair and reasonable, and that the acquisition is in the overall interests of the Company and its shareholders.
After the acquisition is completed, the assets will be consolidated into the Group’s financial statements, including the recognition of the intangible assets and goodwill. The Acquisition is expected to increase the Group’s total assets according to the amount of acquired assets, identifiable intangible assets and goodwill, and increase the Group’s total liabilities according to the amount of liabilities assumed.
Due to the recurring revenue generated by the clinics that constitute the assets, the acquisition is expected to contribute positively to the Group’s revenue and profits in the coming fiscal years. Given that the cash portion of the Swiss consideration and the UK consideration will be allocated by internal resources of the Group, the Directors believe that the Acquisition will not constitute any material adverse impact on the Group’s liquidity situation.
Information about the contracting party
The Company has been listed on the Stock Exchange since October 15, 2019. Founded in 1993, it is one of the leading brands in the vision correction industry in Germany and Denmark, combining German ophthalmology’s outstanding technology and 25 years of personalized customer service experience. The Group provides high-quality services to target customers with medium and high income levels. The Group is also one of the few ophthalmic clinics with a wide geographical coverage, operating in Germany, Denmark and China. The Group’s vision correction services can be roughly divided into: (i) refractive laser surgery (including full femtosecond laser surgery and femtosecond laser combined with excimer laser corneal in situ grinding); (ii) posterior chamber intraocular lens (ICL) implantation; (iii) crystal replacement surgery (including single-focus and triple-focus crystal replacement surgery); and (iv) others (including PRK╖LASEK and ICRS implantation).
EuroEyes Swiss is a company to be incorporated in Switzerland and will be a wholly owned subsidiary of the Company, aiming to hold Swiss assets and Swiss ophthalmology services at the time of completion.
EuroEyes UK is a company incorporated in the UK and is a wholly owned subsidiary of the Company. As at the date of the UK Agreement, EuroEyes UK’s main business is consulting centers and/or clinics for ophthalmology treatment, and will be conducted at the time of completion.
Betterview Swiss is a company incorporated in Switzerland, mainly engaged in ophthalmic services business in Switzerland.
Betterview UK is a company incorporated in the UK and mainly engages in ophthalmic services business in the UK.
The meaning of listing rules
Since one or more of the applicable percentage ratios (as defined in the Listing Rules) of the Acquisition exceed 5% but all applicable percentage ratios are less than 25%, the Acquisition constitutes a disclosure transaction of the Company and therefore must comply with shareholders and the Company’s potential investments. Please note that the completion of the Acquisition is subject to the fulfillment of certain precedents under the Agreement (or exemption, if applicable) and therefore, completion may not occur. Shareholders and our company’s potential investments are requested to act cautiously when buying and selling shares.
Interpretation
Unless otherwise specified in the text, the vocabulary used in this announcement has the following meanings:
“Acquisition” means the UK acquisition and the Swiss acquisition
“Agreement” means the Swiss Agreement and the UK Agreement
“Assets” means Swiss assets and UK assets
“Betterview means betterview AG, a Swiss company registered in Winterthur, Switzerland”
“Betterview UK” means Betterview Britain Ltd, a limited company incorporated in the UK, the “Board of Directors” means the Board of Directors
“Subscription Options” means the subscription option granted to the Company by EuroEyes Swiss Minority Shareholders under the Shareholder Agreement to require EuroEyes Swiss Minority Shareholders to sell them to the Company
All or part of EuroEyes Swiss
“Cheriss Franc” refers to the Swiss fiat currency Swiss franc
“The Company” means DeShijia International Ophthalmology Co., Ltd., a limited liability company incorporated in the Cayman Islands, whose issued shares are listed on the Main Board of the Stock Exchange
“Complete” means the completion of the Swiss Agreement and the UK Agreement
“Completion Date” means the tenth business day or other date in which the parties may agree in writing, for the purposes of the UK Agreement, on the tenth business day after the conditions precedent of the UK Agreement have been reached or exempted, and
For the Swiss Agreement, the prerequisites for the Swiss Agreement have been met or
The tenth business day after the exemption or other day when the contracting party may agree in writing
Date of the year EBITDA ended December 31
“Director” means directors of the Company
“EBITDA” means profit before interest, tax, depreciation and amortization
“EuroEyes Swiss” means EuroEyes Switzerland AG, a limited company incorporated in Switzerland and will be a wholly owned subsidiary of the Company when it is incorporated
“EuroEyes UK” means EuroEyes London Knightsbridge Ltd, a limited company incorporated in the UK and is a wholly owned subsidiary of the Company
“The Group” means the Company and its subsidiaries
“ Yuan” refers to the incense legal currency Yuan
“Fragrant ” refers to the Fragrant Special Administrative Region of the People’s Republic of China
“Independent Third Party” means an independent third party who is not a connected person of the Company and is independent of and has nothing to do with them
“Listing Rules” refers to the securities listing rules of XiangEnterprise Exchange Co., Ltd.
“Last deadline” means October 31, 2025
“EuroEyes Swiss refers to Mr. David Holenstein and Mr. Ulrich Harmuth as minority shareholders” Betterview Swiss designated two persons to be transferred and sold under the Swiss Agreement
“Put Options” means the put option granted by the Company to EuroEyes Swiss Minority Shareholders in accordance with the Shareholder Agreement to require the Company to purchase them from EuroEyes Swiss Minority Shareholders
All shares of EuroEyes Swiss
“Share” means common stock with a par value of US$0.01 per share in the share capital of the Company
“Shareholders” means shareholding holders
“Shareholder Agreement” means EuroEyes Swiss and its then shareholders to regulate their respective rights and responsibilities and to grant call options and put options separately
“Swiss Agreement” means the asset purchase and sale agreement entered into by the Company, EuroEyes Swiss and Betterview Swiss on September 2, 2025 regarding the Swiss Acquisition
“Swiss Assets” means several assets related to: (i) Seven refractive surgeons located in Zurich, Bern, Lucerne, San Gallen, Lugano, Lausanne and Geneva
therapy clinic; (ii) refractive surgical treatment operating room in Zurich; and (iii)
Several headquarters assets under the Swiss Agreement will include relevant: (a)
Industry contracts, customer contracts, employment contracts, lease contracts and past patients
(Except for the reservation by Betterview Swiss); (b) leased property
Industry decoration, furniture and installation, office equipment, medical machinery/production equipment
Preparation, tools, computer hardware and software; (c) intellectual property; (d) customer assets
(e) Personnel files, technology, transportation and marketing records, manuals and
Guidelines; (f) Liability under the contract referred to in (a) above, but not such
Agreed to the Past Agreement to be retained by Betterview Swiss
“Swiss Consideration” means that EuroEyes Swiss will pay to Betterview Swiss to acquire Swiss assets under the Swiss Agreement to CHF 12,010,000, including Switzerland
Initial Purchase Price, Swiss Variable Amount and Swiss Consideration Shares
“Swiss Consideration Shares” means 1,363,636 unvoting shares with a par value of CHF 0.01 per share in EuroEyes Swiss stock, equivalent to the expansion after the issuance of Swiss Consideration Shares
EuroEyes Swiss’s issued share capital is approximately 12%
“Switzerland initially refers to a portion of the Swiss consideration, i.e. a fixed amount of CHF 9,800,000, the purchase price” may be adjusted and will be paid by EuroEyes Swiss upon completion
“Swiss variable amount” means a portion of the Swiss consideration, i.e., no more than CHF 2,000,000, and calculated at the lower of the following two s: (a) CHF 2,000,000;
and (b) EuroEyes Swiss for the year ended December 31, 2026
EBITDA shall be paid within 30 business days after the determined date
“UK” means the United Kingdom of Great Britain and Northern Ireland
“UK Acquisition” refers to EuroEyes UK’s acquisition of UK assets from Betterview UK under the UK agreement
The “UK Agreement” means the property, assets and rights entered into by EuroEyes UK and Betterview UK on 2 September 2025 (but not including certain business debts,
Cash on hand or bank, and Betterview UK taxes on UK business
Any money that can be recovered)
“British Business” means the ophthalmic service business of Betterview UK under the name “Betterview” or “Betterview Britain” on the date and before the completion of the UK Agreement, including
But it is not limited to laser treatment and refractive surgery
“British Price” means the consideration of the acquisition of UK assets by EuroEyes UK under the UK agreement to pay Betterview UK CHF 200,000
“United States” means the United States of America
“USD” refers to the US dollar
“GBP” refers to the British legal currency GBP
“%” means percentage
Undertake the order of the board of directors
Deshijia International Ophthalmology Co., Ltd.
Chairman and Executive Director
Dr. J?rn Slot J?rgensen
Xiang, September 2, 2025
As at the date of this announcement, the Board includes Executive Directors Dr. Jrn Slot Jrgensen, Dr. Markus Braun, Mr. Jannik Jonas Slot Jrgensen and Professor Dan Zoltan Reinstein; Mr. Marcus Huascar Bracklo, non-executive Director; Mr. Hans Helmuth Hennig, Ms. Katherine Rong Xin and Mr. Philip Duncan Wright, independent non-executive Directors.
For the purposes of this announcement, unless otherwise specified, the Swiss franc to dollar is converted at an approximate exchange rate of 1.00 Swiss franc to 9.7443 USD. The use of this exchange rate is for illustrative purposes only and does not mean that any amount has been, may or may be converted at that exchange rate or at any other exchange rate.
For the purposes of this announcement, unless otherwise specified, the Swiss franc to the pound is converted at an approximate exchange rate of CHF 1.00 to GBP 0.9221. The use of this exchange rate is for illustrative purposes only and does not mean that any amount has been, may or may be converted at that exchange rate or at any other exchange rate.
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