Tian Ruixiang to acquire Ucare Inc. in $150M all-stock deal

Tian Ruixiang (TIRX) announced plans to acquire 100% of issued and outstanding shares of Ucare Inc., the sole operator of China’s only cloud-based AI-driven hospital and health insurance risk management platform, in an all-share deal valued at $150M. This strategic move aims to unlock new growth opportunities in the health insurance segment. The company and its wholly-owned subsidiary, VitaCare Limited have entered into a share exchange agreement with certain shareholders of Ucare and other parties. Under the Agreement, the Sellers will receive 101,486,575 newly-issued class A ordinary shares of TRX, each with a par value of $0.025. The number of Shares is calculated based on the weighted average closing price of TRX’s Class A ordinary shares over the three months preceding the Agreement, at a per-share price of $1.478. The Shares will represent approximately 91.75% of the company’s total issued and outstanding Class A ordinary shares and approximately 13.70% of its total voting power upon closing, which is subject to customary conditions. The transaction is expected to close on or about July 2025. Shares issued to the Sellers will be held in escrow and released based on Ucare achieving a cumulative revenue target of at least RMB150M over the three years following closing. Post-transaction, Ucare will operate as a wholly-owned subsidiary of VitaCare. Key Ucare management, including Chief Executive Officer Wei Zhu, will remain in their roles to drive continuity and growth.