What happened
Material event report (company merger decision) Amendment report (notice) September 29, 2026 1. Disclosure document being amended: Material event report (merger decision) 2. Original filing date of the disclosure document being amended: August 9, 2024 3. Amended items Item: All items, reason: termination of the merger agreement, before: original disclosed content, after: content deleted Item: "18. Other important matters for investment decisions", reason: amendment due to change of company name and schedule, before/after: set out in full below
[Content originally under item 18, now deleted by this amendment] a. Under Articles 522 and 434 of the Commercial Act, approval of the merger at the shareholders' meeting is a special resolution matter. Accordingly, if the extraordinary shareholders' meeting to approve this merger fails to obtain the approval of two-thirds or more of the voting rights of shareholders present and one-third or more of the total issued shares, the merger could fail. b. The surviving company, Aribio Holdings Co., Ltd., is as of the filing date a company listed on the KOSDAQ market of the Korea Exchange, and will remain a KOSDAQ-listed company after the merger. c. The "most recent fiscal year financial details of the merger counterparty" in "8." above are based on the audited separate (non-consolidated) financial statements as of the end of 2023. d. The "10. Merger schedule" above is the expected schedule as of the filing date and may change through permit/approval procedures under relevant laws and consultation/approval with relevant authorities. e. The completion-report shareholders' meeting in "10. Merger schedule" above will be substituted, pursuant to Article 526, Paragraph 3 of the Commercial Act, by board resolution and public notice. f. If fractional shares of less than one share arise from the allotment of merger-issued new shares, Aribio Holdings will pay the shareholder entitled to the fraction, in cash, within one month of the listing date, an amount calculated based on the closing price on the listing date of the merger-issued new shares (rounding up any amount below one won), and will acquire the fractional shares as treasury stock. g. Aribio Holdings will also allot merger-issued new shares, as of the record date for the merger-share allotment, to Aribio Holdings shares held by Aribio Holdings itself and to treasury shares held by Aribio (including treasury shares held as of the record date as a result of appraisal-right exercises related to this merger). h. The expected purchase prices under "13. Matters concerning appraisal rights" above are as follows: the purchase prices of the merging companies' shares, calculated under Article 176-7, Paragraph 3 of the Enforcement Decree of the FSCMA, are set out below, and Aribio Holdings and Aribio decided to present these purchase prices to shareholders for consultation. Share purchase price (company's proposed price for consultation): Aribio Holdings common shares KRW 10,719; Aribio common shares KRW 20,891. (1) Negotiated price for Aribio Holdings common shares - Company's proposed price for consultation: KRW 10,719 - Basis for calculation: the amount calculated under the purchase-price method set out in Article 165-5 of the FSCMA and Article 176-7 of its Enforcement Decree - Method of handling if agreement is not reached: under Article 165-5 of the FSCMA and Article 176-7 of its Enforcement Decree, the amount calculated based on the trading price of the relevant shares on the securities market; a requesting shareholder who disagrees with that price may petition the court to determine the purchase price. (2) Method of calculating the expected share purchase price (base date: August 8, 2024) - Most recent 2-month volume-weighted average closing price: KRW 10,260 (June 10, 2024 to August 8, 2024) - Most recent 1-month volume-weighted average closing price: KRW 11,217 (July 9, 2024 to August 8, 2024) - Most recent 1-week volume-weighted average closing price: KRW 10,679 (August 2, 2024 to August 8, 2024) - Base purchase price [(sum)/3]: KRW 10,719 (amounts below one won rounded) (3) Calculation detail (Unit: KRW; shares; KRW) - Date, Closing price, Trading volume, Closing price x Trading volume: 2024/08/08: 11,890; 864,677; 10,281,009,530 2024/08/07: 10,500; 393,201; 4,128,610,500 2024/08/06: 10,170; 378,822; 3,852,619,740 2024/08/05: 9,470; 392,939; 3,721,132,330 2024/08/02: 10,110; 542,152; 5,481,156,720 2024/08/01: 10,650; 339,389; 3,614,492,850 2024/07/31: 10,830; 304,903; 3,302,099,490 2024/07/30: 11,090; 257,231; 2,852,691,790 2024/07/29: 11,310; 374,378; 4,234,215,180 2024/07/26: 10,650; 462,416; 4,924,730,400 2024/07/25: 11,400; 477,815; 5,447,091,000 2024/07/24: 12,200; 401,410; 4,897,202,000 2024/07/23: 12,350; 246,703; 3,046,782,050 2024/07/22: 12,330; 1,137,983; 14,031,330,390 2024/07/19: 12,140; 421,041; 5,111,437,740 2024/07/18: 11,850; 382,347; 4,530,811,950 2024/07/17: 11,940; 433,934; 5,181,171,960 2024/07/16: 11,780; 790,027; 9,306,518,060 2024/07/15: 11,190; 1,103,385; 12,346,878,150 2024/07/12: 10,200; 335,514; 3,422,242,800 2024/07/11: 10,000; 233,290; 2,332,900,000 2024/07/10: 10,000; 422,237; 4,222,370,000 2024/07/09: 10,040; 248,011; 2,490,030,440 2024/07/08: 10,110; 596,275; 6,028,340,250 2024/07/05: 9,550; 718,188; 6,858,695,400 2024/07/04: 9,040; 190,251; 1,719,869,040 2024/07/03: 9,050; 349,121; 3,159,545,050 2024/07/02: 8,960; 566,789; 5,078,429,440 2024/07/01: 9,980; 765,799; 7,642,674,020 2024/06/28: 10,560; 1,121,045; 11,838,235,200 2024/06/27: 9,260; 112,180; 1,038,786,800 2024/06/26: 9,150; 307,058; 2,809,580,700 2024/06/25: 9,220; 595,889; 5,494,096,580 2024/06/24: 9,090; 1,006,678; 9,150,703,020 2024/06/21: 8,350; 129,773; 1,083,604,550 2024/06/20: 8,550; 132,706; 1,134,636,300 2024/06/19: 8,530; 168,929; 1,440,964,370 2024/06/18: 8,610; 317,831; 2,736,524,910 2024/06/17: 8,780; 729,180; 6,402,200,400 2024/06/14: 8,270; 393,038; 3,250,424,260 2024/06/13: 8,490; 297,156; 2,522,854,440 2024/06/12: 8,600; 235,387; 2,024,328,200 2024/06/11: 8,700; 551,615; 4,799,050,500 2024/06/10: 8,570; 846,300; 7,252,791,000 A. 2-month volume-weighted average price (2024/06/10-2024/08/08): KRW 10,260 B. 1-month volume-weighted average price (2024/07/09-2024/08/08): KRW 11,217 C. 1-week volume-weighted average price (2024/08/02-2024/08/08): KRW 10,679 (Aribio's own appraisal-right price calculation basis is set out in Aribio's own material event report.) i. The preconditions and termination conditions stated in the merger agreement are as follows; if such grounds arise, the merger agreement may be terminated or lose effect, and this merger may not be consummated. [Preconditions and termination conditions under the merger agreement] Article 12 (Preconditions): Each merging company's obligation to carry out this merger under this agreement is conditioned on the following being satisfied by the merger date (each company may waive, in writing, all or part of the preconditions applicable to its own obligation): (1) This agreement and the merger have been lawfully approved at each of the surviving and dissolving companies' shareholders' meetings. (2) All government approvals required to be obtained before the merger date in connection with this merger have been obtained (even if such approvals carry conditions or other qualifications, this precondition is deemed satisfied). (3) The representations and warranties made by the counterparty to this agreement are true and accurate in all material respects as of the execution date and the merger date. (4) The counterparty to this agreement has materially performed and complied with all of its covenants and obligations under this agreement. (5) No material adverse change has occurred in either company's assets or business condition between execution of this agreement and the merger date (provided that if such a material adverse change is cured and no longer exists as of the merger date, this precondition is deemed satisfied). (6) No law or government order prohibiting or rendering illegal performance of this agreement has been issued or become effective and remains in force since execution of this agreement. Article 13 (Termination): (1) Either merging company may terminate this agreement at any time before the merger date by written agreement with the other company. (2) If a material change occurs in either company's assets, liabilities or management condition, or an unforeseeable material defect, insolvency, or other material change in circumstances related to the merger arises, the companies may, by agreement, adjust the terms of this agreement or terminate it. (3) If, by the end of the appraisal-right exercise period, the total purchase price for the surviving company's shares as to which appraisal rights were exercised (calculated based on the expected purchase price stated in the merger-related material event report) exceeds KRW [1,500,000,000], or the total purchase price for the dissolving company's shares as to which appraisal rights were exercised exceeds KRW [3,000,000,000], the companies agree to discuss in good faith, for [5] business days (extendable by agreement), how to proceed and whether to continue the merger; if they fail to reach agreement within that period, either the dissolving or surviving company may terminate this agreement by written notice to the other, following its own board resolution. (4) If, by the end of the creditor-objection period, the total claims of objecting creditors of the surviving company under Article 527-5 of the Commercial Act exceed KRW [1,500,000,000], or the total claims of objecting creditors of the dissolving company exceed KRW [3,000,000,000], the companies agree to discuss in good faith, for [5] business days (extendable by agreement), how to proceed and whether to continue the merger; if they fail to reach agreement, either company may terminate this agreement by written notice to the other, following its own board resolution. (5) If this agreement is terminated under paragraphs (1) through (4), neither merging company, nor its shareholders, officers, employees, agents or other representatives, bears any liability in connection with this agreement or the transactions contemplated by it. (6) If one party's ("Breaching Party") representations or warranties under this agreement are inaccurate or untrue, and this causes or is reasonably expected to cause a material adverse effect, or the Breaching Party materially breaches a covenant or other obligation and fails to cure the breach within 7 days of receiving a written notice from the other party ("Non-Breaching Party") demanding a cure (the 7-day cure-notice requirement applying only where the breach is curable), the Non-Breaching Party may terminate this agreement by written notice to the Breaching Party. (7) If a government approval material to either company's business or to this merger is conclusively denied (excluding an approval granted subject to conditions or other qualifications), or it is determined that the preconditions under Article 12 cannot be satisfied, either company may terminate this agreement by written notice to the other. (8) If this agreement is terminated, except as otherwise provided herein, the surviving and dissolving companies no longer have rights or obligations under this agreement. (9) Notwithstanding termination of this agreement, provisions intended by their nature to survive (including but not limited to Articles 13, 14, 18 and 19) and the rights and obligations thereunder remain in effect. (10) Neither company may terminate this agreement under any circumstance after this merger becomes effective. j. Please refer to the Company's securities registration statement, to be disclosed later, for further details on this merger. Related disclosures: None.
Matters concerning the decision to terminate the merger agreement The Company, through an initial board resolution on August 9, 2024, entered into a merger agreement under which the merging company would absorb the merged company, and subsequently entered into several agreements amending the terms of that transaction, each of which was approved by both companies' boards. To issue merger-issued new shares for this merger, the merging company's securities registration statement filed with the Financial Supervisory Service on August 19, 2024 repeatedly received requests for amendment, with amended registration statements continuously filed as recently as June 23, 2026, and a further amendment request received on July 2, 2026. Both companies had also scheduled extraordinary shareholders' meetings for January 6, 2027 to obtain special-resolution approval of the merger. As of the day before execution of the termination agreement, the merging company's benchmark share price was significantly below each company's statutorily calculated appraisal-right price, and the merged company's benchmark value had shifted due to an additional exclusive distribution agreement; the parties anticipated that holding the extraordinary shareholders' meetings after the securities registration statement takes effect would result in large-scale exercises of appraisal rights by shareholders of both companies. Given the need to avoid the heightened risk from large-scale appraisal-right exercises under current uncertain external business conditions, the parties agreed that halting the merger and executing the termination agreement serves the interests of each party and its shareholders. Accordingly, the two companies, through board resolutions on September 29, 2026, executed a termination agreement cancelling the ongoing absorption-merger agreement between Aribio Holdings Co., Ltd. and Aribio Co., Ltd. All matters previously scheduled in connection with the merger are accordingly cancelled, and investors should take note of this. [Merger agreement, Article 13 (Termination), Paragraph 1] (1) Either merging company may terminate this agreement at any time before the merger date by written agreement with the other company.
Material event report / Matters subject to KRX reporting obligation To the Financial Services Commission / Korea Exchange August 9, 2024 Company name: Solux Co., Ltd. CEO: Jung Jae-jun Head office address: 32-22 Jeongan Nonggongdanji-gil, Jeongan-myeon, Gongju-si, Chungcheongnam-do (Sahyeon-ri) (Phone) 02-2668-2600 (Website) http://www.solux.co.kr Preparer: (Title) Head of Management Division (Name) Lee Chang-yong (Phone) 02-2668-2600
Decision on company merger 1. Merger method: -; merger type: Not applicable 2. Purpose of the merger: - 3. Material effects and impact of the merger: - 4. Merger ratio: - (for a SPAC dissolution-merger: multiple of listing-day base price to last-trading-day closing price -) 5. Basis for calculating the merger ratio: -; corporate value: surviving company -; dissolving company - 6. Matters concerning external valuation: whether conducted: Not applicable; basis and reason -; name of institution -; period -; opinion - 7. Type and number of merger-issued new shares: common shares -; other class shares - 8. Merger counterparty company: company name -; main business -; relationship with the Company -; most recent fiscal year financial details (KRW): total assets -, capital stock -, total liabilities -, revenue -, total equity -, net income -; externally audited: institution -, opinion -; (for SPAC dissolution-merger) representative -, date of incorporation -, head office -, expected securities registration filing date - 9. Newly incorporated merged company: company name -; financial details at incorporation: total assets -, total liabilities -, total equity -, capital stock -; current newly incorporated segment's most recent fiscal year revenue -; main business -; whether re-listing will be applied for: Not applicable 10. Merger schedule: merger agreement date -; record date for shareholders -; shareholder registry closure period -; period for notices of dissent -; expected shareholders' meeting date -; appraisal-right exercise period -; old share certificate submission period -; expected trading suspension period -; creditor objection period -; merger date -; completion report meeting date -; expected merger registration date -; new share certificate delivery date -; new share listing date - 11. Whether this constitutes backdoor listing: Not applicable 12. Whether the other company meets backdoor-listing requirements: Not applicable 13. Matters concerning appraisal rights: requirements for exercise -; expected purchase price -; procedure/method/period/place -; timing/method of payment -; restriction matters -; effect on the contract - 14. Board resolution date (decision date): -; attendance of independent (outside) directors: present -, absent -; attendance of auditor - 15. Whether a put-option or similar agreement was executed: No; contract details - 16. Whether subject to securities registration statement filing: No; reason exempted - * An independent director applies to listed companies and an outside director to unlisted companies. 17. Plans for future corporate restructuring: - 18. Other important matters for investment decisions Matters concerning the decision to terminate the merger agreement [Same explanatory text as set out above describing the initial August 9, 2024 board resolution, the repeated securities-registration-statement amendments through June 23, 2026 and the July 2, 2026 amendment request, the scheduled January 6, 2027 extraordinary shareholders' meetings, the merging company's benchmark price falling well below the statutory appraisal-right prices, the merged company's benchmark value shift from an additional exclusive distribution agreement, the anticipated risk of large-scale appraisal-right exercises, and the September 29, 2026 board resolutions by both companies executing the termination agreement cancelling the absorption-merger agreement between Aribio Holdings Co., Ltd. and Aribio Co., Ltd., cancelling all related scheduled matters.] [Merger agreement, Article 13 (Termination), Paragraph 1] (1) Either merging company may terminate this agreement at any time before the merger date by written agreement with the other company.
| Filed | 2026-09-29, [Amended] Material event report (merger) |
|---|---|
| Source | DART rcept 20260929000584 → open original filing |
Source: DART. Information only, not investment advice.
