National Ceramic Materials to Acquire Australian Dental Consumables Manufacturer SDI at 58% Premium

Image Source: Shandong Sinocera Functional Material Co., Ltd.

DentalGoodNews | On February 27, 2026, Shandong Sinocera Functional Material Co., Ltd. (hereinafter referred to as "Sinocera") convened the 8th meeting of its 6th Board of Directors. The meeting reviewed and approved a proposal for its wholly-owned subsidiary, Beijing Sinocera Kobo Technology Co., Ltd. (hereinafter referred to as "Sinocera Kobo"), to acquire all issued shares of the Australian listed company SDI Limited (hereinafter referred to as "SDI") via a Scheme of Arrangement.

According to the "Scheme Implementation Deed" signed on the same day, the acquisition price is A$1.40 per share. Based on SDI's 118,865,530 outstanding shares on that day, the total transaction value is approximately A$166.4 million (equivalent to approximately RMB 816 million). This price represents a premium of approximately 58% over SDI's closing price of A$0.885 on February 27, 2026, and a premium of approximately 56% over the volume-weighted average price of the preceding 30 trading days.

SDI's Board of Directors has unanimously recommended that shareholders vote in favor of the Scheme. The largest shareholder, holding approximately 45.9% of SDI's shares and current Chairman Jeffery James Cheetham, has indicated support for the Scheme, provided no superior proposal emerges and an independent expert deems it fair and reasonable. The transaction is not subject to financing conditions; Sinocera will complete it using its own funds and/or funds raised independently.

SDI primarily manufactures dental Consumables including composite resins (direct restorative materials, including the Aura, Wave, and Glacier series), amalgam and amalgam alternative materials, bleaching products (Pola series), and glass ionomers. It operates production facilities in Australia (Victoria) and sells its products in over 100 countries and regions worldwide.

The Scheme remains subject to several pre-conditions, including: approval from Australia's Foreign Investment Review Board (FIRB); approvals from Chinese regulatory bodies such as the National Development and Reform Commission, the Ministry of Commerce, and the State Administration of Foreign Exchange; approval from SDI's shareholders' meeting; and approval from the Federal Court of Australia. According to the timetable, the SDI Scheme Meeting is expected to be held in late April to early May 2026, with the Scheme Implementation Date anticipated in late May to early June 2026. Both parties have established a Reimbursement Fee mechanism of A$1.664 million, triggered under specific circumstances. For this acquisition, SDI's financial advisor is Houlihan Lokey and its legal advisor is DLA Piper; Sinocera Kobo's financial advisor is Rothschild & Co and its legal advisor is Herbert Smith Freehills Kramer.

According to previous reports by DGN, Sinocera announced in November 2022 its intention to subscribe for shares in the Korean dental company Spident with over 7 billion KRW, aiming to expand its product pipeline in the dental restoration field.