What happened
Decision on business acquisition SSR Inc. Material event report / Matter subject to KRX reporting obligation To: Financial Services Commission / Korea Exchange August 18, 2026 Company name: SSR Inc. CEO: Ko Pil-ju Head office location: Room 1606, JnK Digital Tower, 111 Digital-ro 26-gil, Guro-gu, Seoul Phone: 02-6240-6000 Website: http://www.ssrinc.co.kr Preparer: (Title) CEO (Name) Ko Pil-ju (Phone) 02-6240-6000
Decision on business acquisition 1. Business to be acquired: The VADA Solutions business division of Jiran Jiao S&C Co., Ltd. 2. Key content of the business to be acquired: The entire VADA Solutions business division of Jiran Jiao S&C Co., Ltd. 3. Acquisition price (KRW): 7,000,000,000 - Whether this is an acquisition of the entire business: Yes - Financial details (KRW): Item | Business unit acquired (A) | Company as a whole (B) | (A/B) % Assets: 547,615,215 / 28,781,563,281 / 1.90 Revenue: 3,335,438,808 / 13,049,423,998 / 25.56 Liabilities: 200,115,948 / 4,115,098,693 / 4.86 4. Purpose of acquisition: Synergies and enhanced corporate value through combination with the Company's existing solutions business 5. Effect of acquisition: Expansion of business scope and increased revenue and profitability through synergies from this acquisition 6. Expected acquisition date: Contract execution date: August 18, 2026; Acquisition reference date: October 1, 2026 7. Counterparty: Company name: Jiran Jiao S&C Co., Ltd.; Capital stock (KRW): 999,000,000; Main business: software development and supply; Head office location: 12F, Room C1211, 128 Beopwon-ro, Songpa-gu, Seoul (Munjeong-dong); Relationship with company: Affiliate 8. Payment of acquisition consideration: 1. Total consideration: KRW 7,000,000,000 2. Payment form: Cash payment 3. Amount and timing: a. Down payment: KRW 1,400,000,000 (20%), paid 2026-08-18 (upon execution of definitive agreement); b. Balance: KRW 5,600,000,000 (80%), paid 2026-10-01 (closing date) 4. Funding method: cash on hand and a third-party placement capital increase ※ If the relevant agenda item is rejected at the extraordinary general meeting of shareholders scheduled for September 30, 2026, this agreement will be terminated and the consideration will not be paid. ※ The above expected schedule and acquisition price are subject to change in the course of further proceedings. 9. External valuation: Yes - Basis and reason: Prepared as an attachment to the material event report filed under Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. External valuation institution: Samhwa Accounting Corporation External valuation period: July 16, 2026 to August 14, 2026 External valuation opinion: The valuer stated it complied with the Korean Institute of Certified Public Accountants' "Performance Standards for External Valuation Work under the Capital Markets Act (2024.11)" and with Samhwa Accounting Corporation's own quality-control policy for external valuation work under the Capital Markets Act, as well as the fairness requirements of the CPA code of ethics. Applying the discounted cash flow (DCF) method, the valuer determined the value of the target business division as of the June 30, 2026 valuation date to range from KRW 6,443 million to KRW 7,805 million. Accordingly, the agreed acquisition price of KRW 7,000 million is judged appropriate. 10. Special resolution of the general shareholders' meeting: Yes - Expected date of the general shareholders' meeting: September 30, 2026 - Appraisal rights: Exercise requirements: Under Article 374-2 of the Commercial Act and Article 165-5 of the Financial Investment Services and Capital Markets Act, a shareholder of record who notifies the Company in writing of its objection by the day before the shareholders' meeting may request, within 20 days of the resolution date, that the Company purchase its shares (limited to shares held continuously through the exercise date); partial requests are permitted, but rights are forfeited for shares sold and reacquired during the holding period, and cannot be withdrawn once exercised. A shareholder who objected but then voted in favor at the meeting may not exercise appraisal rights. As a KOSDAQ-listed company, the Company must purchase the shares within one month of the end of the exercise period. Expected purchase price: 3,675 Exercise procedure, method, period, place: (1) Method of indicating objection: notify the Company in writing before the shareholders' meeting (through the relevant securities company for beneficial shareholders, by 3 business days before the meeting date, aggregated and relayed to the Korea Securities Depository by 2 business days before; deadlines vary by securities company). (2) Method of requesting purchase: written request stating type and number of shares, within 20 days of the resolution date, via the relevant securities company or directly to the Company. (3) Exercise period: Record date: September 2, 2026; Objection period: September 15-29, 2026; Expected shareholders' meeting date: September 30, 2026; Appraisal rights exercise period: September 30 - October 20, 2026 (4) Exercise place: Beneficial shareholders: relevant securities company; Shareholders of record: Room 1606, JnK Digital Tower, 111 Digital-ro 26-gil, Guro-gu, Seoul Expected payment timing and method: Within one month of the end of the exercise period; by transfer to the shareholder's brokerage account (beneficial shareholders) or cash/registered-account transfer (special account holders). Matters concerning restriction of appraisal rights: as described above (continuous holding requirement; forfeited if voted in favor at the meeting after objecting). Effect on the contract: If the Company's shareholders' meeting does not approve this business acquisition, the buyer may terminate the agreement by written notice to the seller. Also, if the total appraisal-rights purchase amount payable to the acquirer's dissenting shareholders exceeds KRW 5.0 billion, the buyer may terminate the agreement by written notice to the seller. 11. Date of board resolution (decision date): August 18, 2026; attendance of independent (outside) directors*: attended 1, absent -; attendance of auditor: attended 12. Whether this constitutes a backdoor listing: No; plans for a third-party placement capital increase, etc. within the next 6 months: Yes 13. Whether the requirements for a backdoor listing of another corporation are met: Not applicable 14. Subject to Fair Trade Commission reporting: Not applicable 15. Whether a put option or other agreement has been concluded: No; contract details: - * Independent director for listed companies, outside director for unlisted companies 16. Future plans for corporate restructuring: The acquired business will be operated as a division within the acquiring company without establishing a separate corporate entity. 17. Other material matters relevant to investment judgment: (1) In "3. Acquisition price" above, the assets/liabilities of the "business unit acquired (A)" are as of December 31, 2025, and revenue covers January 1 - December 31, 2025; "company as a whole (B)" is based on the K-IFRS consolidated financial statements for the 17th fiscal year (January 1 - December 31, 2025). (2) In "6. Expected acquisition date," the "contract execution date" is the board resolution/signing date; the "acquisition reference date" is the effective date of asset transfer, with the closing date being when succession procedures are completed; both may change depending on contract terms and regulatory filing schedules. (3) "Capital stock" of the "7. Counterparty" is based on the consolidated financial statements in the FY2025 audit report. (4) Expected share purchase price for appraisal rights: ① Price proposed by the Company: the arithmetic average of the volume-weighted average closing prices over the most recent 2 months, 1 month, and 1 week before the day before the board resolution date, under Article 176-7(3)(1) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act.
[Method for calculating the expected share purchase price] ① 2-month volume-weighted average price: 3,561 (June 18, 2026 - August 17, 2026) ② 1-month volume-weighted average price: 3,757 (July 18, 2026 - August 17, 2026) ③ 1-week volume-weighted average price: 3,695 (August 11, 2026 - August 17, 2026) Base purchase price [(①+②+③)/3]: 3,675
[Basis for the expected share purchase price], daily closing price / volume / closing price × volume (KRW, shares): 2026-08-14: 3,815 / 2,142 / 8,171,730 2026-08-13: 3,775 / 4,827 / 18,221,925 2026-08-12: 3,700 / 3,365 / 12,450,500 2026-08-11: 3,645 / 13,248 / 48,288,960 2026-08-10: 3,685 / 333 / 1,227,105 2026-08-07: 3,565 / 4,708 / 16,784,020 2026-08-06: 3,630 / 14,557 / 52,841,910 2026-08-05: 3,620 / 6,775 / 24,525,500 2026-08-04: 3,855 / 13,469 / 51,922,995 2026-08-03: 3,860 / 8,172 / 31,543,920 2026-07-31: 3,765 / 18,712 / 70,450,680 2026-07-30: 3,655 / 15,733 / 57,504,115 2026-07-29: 3,665 / 15,846 / 58,075,590 2026-07-28: 3,490 / 7,972 / 27,822,280 2026-07-27: 3,670 / 4,567 / 16,760,890 2026-07-24: 3,760 / 6,851 / 25,759,760 2026-07-23: 4,000 / 8,949 / 35,796,000 2026-07-22: 4,000 / 6,035 / 24,140,000 2026-07-21: 4,030 / 9,712 / 39,139,360 2026-07-20: 4,025 / 8,280 / 33,327,000 2026-07-16: 3,950 / 17,264 / 68,192,800 2026-07-15: 3,895 / 18,673 / 72,731,335 2026-07-14: 3,975 / 17,539 / 69,717,525 2026-07-13: 3,940 / 20,483 / 80,703,020 2026-07-10: 3,930 / 19,332 / 75,974,760 2026-07-09: 3,840 / 24,925 / 95,712,000 2026-07-08: 3,940 / 44,607 / 175,751,580 2026-07-07: 3,655 / 29,069 / 106,247,195 2026-07-06: 3,680 / 20,877 / 76,827,360 2026-07-03: 3,295 / 7,600 / 25,042,000 2026-07-02: 3,275 / 10,586 / 34,669,150 2026-07-01: 3,035 / 21,291 / 64,618,185 2026-06-30: 2,915 / 34,792 / 101,418,680 2026-06-29: 2,645 / 38,096 / 100,763,920 2026-06-26: 2,555 / 11,117 / 28,403,935 2026-06-25: 2,900 / 4,752 / 13,780,800 2026-06-24: 3,055 / 3,033 / 9,265,815 2026-06-23: 3,050 / 10,475 / 31,948,750 2026-06-22: 3,275 / 15,241 / 49,914,275 2026-06-19: 3,515 / 7,220 / 25,378,300 2026-06-18: 3,660 / 9,315 / 34,092,900 ① 2-month volume-weighted average closing price: 3,561; ② 1-month: 3,757; ③ 1-week: 3,695; Arithmetic average: 3,675
② Handling if negotiation fails: price determined under Article 165-5 of the Financial Investment Services and Capital Markets Act based on market trading price, with recourse to the court if the requesting shareholder objects. ③ Terms may change through negotiation with shareholders as necessary. ④ The above schedule and key terms are as of the disclosure date and may change depending on consultation with and approval from relevant authorities. (5) Other reference matters: as described in the contract-effect provisions above (termination rights for the buyer if shareholder approval is not obtained, or if appraisal-rights payouts exceed KRW 5.0 billion). ※ Related disclosures: Not applicable.
| Filed | 2026-08-19, Material event report (business acquisition) |
|---|---|
| Source | DART rcept 20260818000326 → open original filing |
Source: DART. Information only, not investment advice.

