What happened
Aribio Holdings / Other Material Management Matter / (2026.09.29) Other Material Management Matter (Withdrawal of Merger Decision)
Other Material Management Matter
1. Reason for submission: Withdrawal of material event report (company merger decision) 2. Main content [Withdrawal of company merger decision] Through an initial board resolution on August 9, 2024, the company 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 the transaction, all of which were approved by the boards of directors of each company. To issue new merger shares in connection with this merger, the merging company submitted a securities registration statement to the Financial Supervisory Service on August 19, 2024, which repeatedly received amendment requests; the company continued to submit amended registration statements up until as recently as June 23, 2026, and received a further amendment request on July 2, 2026. In addition, each company had scheduled extraordinary shareholders' meetings for January 6, 2027, to obtain special-resolution approval for the merger. The merging company's reference share price as of the day before execution of this agreement was significantly below the respective appraisal-right purchase prices calculated under relevant laws, and the merged company's reference share price value had changed due to an additional exclusive distribution agreement; as a result, it was expected that if the extraordinary shareholders' meetings were held after the registration statement took effect, large-scale exercise of appraisal rights by shareholders of each party would occur. The parties agreed that, under the current uncertain external management environment, there was a need to prevent the increased risk arising from large-scale exercise of appraisal rights, and concluded that discontinuing this merger and terminating the merger agreement by entering into this agreement would be an appropriate decision serving the interests of each party and their shareholders. Accordingly, on September 29, 2026, the two companies, through board resolutions, entered into a merger agreement termination agreement terminating the ongoing absorption-type merger agreement between Aribio Holdings Co., Ltd. and Aribio Co., Ltd. Investors should accordingly note that all matters related to the previously scheduled merger have been cancelled. Merger Agreement, Article 13 (Termination), Paragraph 1: (1) Either party company may terminate this agreement at any time before the merger effective date by written agreement with the other party company. 3. Decision (occurrence) date: 2026-09-29 4. Other matters material to investment decisions: -
| Filed | 2026-09-29, Other material management matter |
|---|---|
| Source | DART rcept 20260929900874 → open original filing |
Source: DART. Information only, not investment advice.
