Zylox-Tonbridge Medical Technology Co., Ltd. (ZYLOXTB, 02190) has exercised a call option dated 17 March 2026 to purchase an additional 11% equity interest in a Germany-based vascular device manufacturer (“Target Company”). The latest tranche is priced at EUR 4.13 million, subject to adjustment up to EUR 5.17 million. Upon closing, Zylox-Tonbridge’s holding will rise to 60%, giving it control and enabling full consolidation of the Target Company’s financials.
The transaction obliges Zylox-Tonbridge to acquire the remaining 40% interest in the first half of 2028 for up to EUR 36.00 million, bringing total consideration for the two stages to a maximum of EUR 41.17 million (approximately RMB 326.22 million). Settlement will be made in cash from internal resources.
Listing Rules classification Aggregating the initial 49% purchase (announced 16 January 2026), the current option exercise and the 2028 commitment, the deal is treated as a series of connected transactions. Relevant percentage ratios exceed 5% but remain below 25%, categorising the deal as discloseable under Chapter 14 of the Hong Kong Listing Rules; no shareholder vote is required.
Target Company profile and recent performance • 2025 revenue: EUR 26.95 million (2024: EUR 26.20 million) • 2025 EBITDA: EUR 0.03 million (2024: –EUR 3.24 million) • 2025 net loss after tax: EUR 0.77 million, an 81.30% year-on-year reduction • Total assets as at 31 December 2025: EUR 27.91 million • Net assets as at 31 December 2025: EUR 12.85 million
Optimed Medizinische Instrumente GmbH, the Target Company’s principal operating unit, offers one of the most comprehensive peripheral venous stenting portfolios globally, covering iliofemoral veins, iliac bifurcation, vena cava and aorta.
Strategic rationale Management highlights four expected benefits: 1. Accelerated global expansion, especially in Europe. 2. Integrated commercial platform combining Zylox-Tonbridge and Optimed sales networks. 3. Manufacturing and operational synergies between Germany and China to bolster product quality and supply reliability. 4. Enhanced international R&D efficiency and faster product-launch cycles.
Completion conditions The option exercise and the subsequent 40% acquisition remain subject to foreign-investment approvals and release of existing debt security over the Target Company. The second-stage acquisition is scheduled to close in 1H 2028, with further disclosures to follow upon material progress.
Shareholders and potential investors are advised to monitor subsequent announcements for updates on deal completion.