Solux, ARIBIO Merger Disclosure Revised Again After '2 Years'… Merger Date Moved to Late September

KOSDAQ-listed company Solux has once again postponed its schedule for the absorption merger of the unlisted corporation ARIBIO. This marks another revision two years after the initial merger decision disclosure, and along with the merger delay, the corporate value amounts of both companies and the volume of new merger shares to be issued have also been adjusted.

Solux disclosed a correction report for its 'Major Matters Report (Decision on Corporate Merger)' on the 28th. This is a correction to the record made after the initial merger decision disclosure on August 9, 2024.

The most significant change in this revised disclosure is the full delay of the merger schedule.

The expected date for the general shareholders' meeting for merger approval, originally scheduled for July 7, 2026, has been changed to August 25, 2026. Accordingly, the record date for confirming shareholders was also pushed back from June 1, 2026, to July 20, 2026, and the shareholder registry closure period was readjusted to match this.

The merger date, which signifies the final completion of the merger, has been postponed by about a month and a half from the previous August 11, 2026, to September 29, 2026. The scheduled listing date for the new shares has also been delayed from the previous September 4, 2026, to October 21, 2026, and the expected payment date for the stock purchase price for dissenting shareholders has also been ultimately changed to October 13, 2026.

The company did not disclose specific internal circumstances regarding the reason for the schedule change, but specified it as a 'correction of record due to schedule change'.

While the merger schedule was delayed, it was found that the corporate value amounts of both companies and the volume of new shares to be issued have actually increased. According to the disclosure, the corporate values of both companies were recalculated as changes in the total number of issued shares of the merged target company were reflected.

The corporate value of the surviving company, Solux, increased from the previous 500.0823 billion won to 511.04802 billion won, and the corporate value of the disappearing company, ARIBIO, also increased from the previous 530.56377 billion won to 534.54612 billion won.

Accordingly, the total number of new merger shares (common stock) to be issued by Solux for delivery to ARIBIO shareholders increased by about 392,891 shares, from the previous 52,344,493 shares to 52,737,384 shares. However, the merger price per share of Solux and ARIBIO (10,136 won and 20,891 won, respectively) and the merger ratio (1 : 2.0610695) will remain the same as before.

Meanwhile, this merger is proceeding in the form of Solux absorbing and merging ARIBIO, and the corporate name of the surviving company, Solux, is expected to be changed to 'ARIBIO Co., Ltd.' after the merger. There will be no change in the largest shareholder of Solux following the merger.

Regarding the cancellation conditions of this contract, the company explained, "If the amount exercised toward Solux exceeds 1.5 billion won, or the amount exercised toward ARIBIO exceeds 3 billion won due to the exercise of appraisal rights by dissenting shareholders regarding the merger, the merger contract may be cancelled by either party." The per-share stock purchase prices (the negotiated prices proposed by the companies) for Solux and ARIBIO stated in this disclosure are 10,719 won and 20,891 won, respectively.