Spending over 800 million yuan! Guoci Materials plans to acquire 100% ownership of Australian listed dental company SDI

On the evening of February 27, Guoci Materials announced a cross-border acquisition plan, stating that it intends to fully acquire Australian-listed dental company SDI Limited (hereinafter referred to as “SDI”) through its subsidiaries for a total of over 800 million RMB. The proposal was unanimously approved by the company’s board of directors on the same day.

The “Daily Economic News” reporter noted that as a well-established Australian listed dental company, SDI has a mature clinical product line and a distribution network covering more than 100 countries and regions worldwide, with revenue exceeding 110 million AUD in the 2024-2025 fiscal years. Acquiring SDI also marks Guoci Materials’ official acceleration of its global expansion in the dental medical restoration sector.

However, behind the large capital outflow, there are layers of challenges including approval from relevant authorities in both countries, exchange rate fluctuations, cultural differences, and a two-way compensation of 1.664 million AUD. Whether the deal will proceed remains to be seen.

** Planning 100% Control of an Established Australian Dental Company **

To meet the company’s development strategy and international business plans, Guoci Materials plans to acquire 100% equity of SDI through Beijing Guoci KeBo Technology Co., Ltd. or its subsidiaries.

According to disclosed transaction details, the deal is based on a price of 1.40 AUD per share, totaling up to 166 million AUD. Based on the AUD/RMB exchange rate midpoint published on February 26, 2026, the total investment is approximately 816 million RMB, with the final amount subject to actual transaction terms. As of February 27, 2026 (Beijing time), Guoci Materials has officially signed relevant agreements with the target company.

The target company, SDI, has a notable background. Founded in 1972 and headquartered in Melbourne, Victoria, Australia, SDI listed on the Australian Securities Exchange in 1985. It is a leading manufacturer and global distributor in the professional dental materials field. SDI focuses on R&D, manufacturing, and sales of various restorative dental products, targeting clinical end-users. All products are produced in Australia and exported to over 100 countries and regions worldwide.

Financially, in the fiscal year from July 2024 to June 2025, SDI achieved revenue of 110 million AUD and a net profit of 13.084 million AUD. As of December 31, 2025, the company had only one major shareholder holding more than 5%, controlled by SDI Chairman Jeffrey Cheetham, with a stake of 42.65%.

Regarding the core logic of this significant acquisition, Guoci Materials clarified its strategic intent. The company stated that this move would help expand its product line and create new profit growth points. The target company has a mature clinical dental product line and extensive technical and market experience in dental materials manufacturing. The company plans to collaborate with SDI in technology development, product manufacturing, and market expansion to better meet market demands.

Additionally, Guoci Materials believes that this acquisition aligns with its global strategic development goals. “The target company has been deeply engaged in the Australian, European, and North American markets for many years and is actively exploring emerging markets. It has a certain brand recognition and a broad customer base worldwide. The global distribution network and customer service system of the target will accelerate our global layout in dental restorative materials, fitting our international, diversified, and branding strategies,” the company stated.

It is noteworthy that this cross-border acquisition received strong approval from the company’s management and board of directors. At the sixth board meeting held on February 27, 2026, all nine directors present voted unanimously (9-0-0) to approve the investment in acquiring all shares of the Australian company, and authorized management to handle all related matters.

** Over 1.66 Million AUD “Breakup Fee” Tests Deal Commitment **

Despite the grand blueprint, cross-border capital operations are always fraught with uncertainties and challenges. Guoci Materials openly acknowledged potential risks in its announcement.

The company mentioned that, due to the involvement of large cross-border funds, approval or filing procedures with relevant Chinese and Australian government authorities are required before implementation.

Domestically, the acquirer must obtain approval or acceptance from the National Development and Reform Commission and the Ministry of Commerce, and complete registration with the State Administration of Foreign Exchange for fund transfers. In Australia, approval from the Federal Treasurer under the Foreign Acquisitions and Takeovers Act (FIRB review) is necessary, and because SDI is a listed company, the transaction must also be reviewed by the Australian Securities and Investments Commission (ASIC), undergo court hearings, and be approved by SDI’s shareholders. Additionally, an independent expert report must confirm that the transaction is in the best interests of SDI’s shareholders.

Notably, to ensure the deal proceeds smoothly, both parties have set strict constraints and exclusivity clauses in the agreement. During the exclusivity period, SDI cannot directly or indirectly solicit or encourage competing offers or negotiate with third parties regarding competing proposals. If SDI directors violate their duty by changing their recommendation or supporting a competing offer, SDI must pay a compensation fee of up to 1.664 million AUD. Conversely, if the deal is terminated due to breach by the acquirer (e.g., failure to pay the purchase price), the acquirer must pay a reverse compensation of up to 1.664 million AUD.

Furthermore, Guoci Materials specifically pointed out that, as an overseas investment project, fluctuations in foreign exchange rates during subsequent operations could pose exchange risk. The company committed to monitoring the forex market and taking necessary measures to mitigate such risks.

Additionally, Guoci Materials noted that this acquisition was made after thorough research and due diligence. However, due to differences in legal, policy, business environment, and cultural systems between Australia and China, there are inherent risks involved in this transaction.

(Source: Daily Economic News)