Aribio Holdings and Aribio Withdraw Absorption-Type Merger

Amendments to Securities Registration Statement Requested
Merger Halted Ahead of Extraordinary General Meeting in January Next Year

Aribio Holdings (formerly Sorooks) and Aribio have withdrawn their planned absorption-type merger. The decision comes as the reference share price of the merged company fell far below the price set for appraisal rights, raising the likelihood of large-scale exercise of appraisal rights by shareholders.

On September 29, Aribio Holdings and Aribio each announced via a board resolution that they had signed an agreement to terminate the absorption-type merger contract.

Aribio company logo image. Aribio

The two companies, starting with the first board resolution on August 9 of last year, had entered into a merger agreement and subsequently revised its terms several times. For the issuance of new shares following the merger, the combined company filed a securities registration statement with the Financial Supervisory Service in August last year and continued to submit corrected reports. On July 2 of this year, the Financial Supervisory Service requested another correction to the registration statement.

The companies had planned to hold an extraordinary general meeting of shareholders on January 6 next year to approve the merger. However, since the reference share price of the merged company was significantly lower than the appraisal price calculated in accordance with related laws, the exercise of appraisal rights by shareholders on a large scale was anticipated.

Aribio explained that due to changes in the reference share price following the target company’s additional exclusive sales rights contract, the extraordinary general meeting could lead to a large volume of appraisal rights being exercised. To mitigate the associated risks, the companies decided to halt the merger process.

Instead of pursuing another merger, Aribio is now considering a direct listing. The two companies will announce their transition to a group structure at a vision declaration ceremony scheduled for October 1. Aribio Holdings will take charge of group management as a holding company, while Aribio will be responsible for the therapeutics business. A representative of Aribio Holdings commented, “We will do our utmost to ensure that Aribio Holdings remains the largest shareholder of Aribio. We apologize to our shareholders for this decision and will continue efforts to boost the share price.”

This content was produced with the assistance of AI translation services.