Kuala lumpur: SBC Medical Group Holdings Inc (SBC Medical), a global provider of consulting and management services for medical corporations, announced that its Japanese subsidiary, SBC Medical Group Co Ltd, will launch a tender offer to acquire shares of Waqoo Inc, listed on the Tokyo Stock Exchange Growth Market.
According to BERNAMA News Agency, SBC Medical stated that the tender offer was approved on Nov 13 and will be executed under Japan’s Financial Instruments and Exchange Act. The subsidiary currently holds 353,600 shares of Waqoo, representing a 9.49 percent stake. Although SBC Medical does not directly own shares in the company, its Chairman and Chief Executive Officer, Yoshiyuki Aikawa, is Waqoo’s largest shareholder with 26.58 percent, making him a closely related party and a person acting in concert with the tender offeror.
Under the acquisition plan, the subsidiary will purchase all shares held by Aikawa through a private, off-market transaction and simultaneously conduct the tender offer. These actions form the overall transaction. A Share Transfer Agreement, signed on Nov 13, stipulates that Aikawa will not participate in the tender offer and will instead transfer all his shares directly to the subsidiary.
The share transfer is scheduled for Dec 19, subject to the completion and settlement of the tender offer. The parties have maintained a formal special relationship for over a year, meeting the criteria for an exempted purchase under Japanese regulations. The transfer price has been set at 1,445 Japanese yen per share, which is lower than the tender offer price of 1,900 Japanese yen per share. SBC Medical stated that the difference reflects the nature of the related-party transaction involving a director of its ultimate parent company. (100 Japanese yen = RM2.66)
The acquisition aims to accelerate Waqoo’s research and development agenda and integrate its technologies within the SBC Group network to enhance clinical services, particularly in AGA and orthopaedics. Both companies will collaborate on developing skincare products based on clinical insights, creating an end-to-end pipeline from research to market. Waqoo’s research capabilities are also expected to support SBC’s international expansion, including efforts in regenerative medicine.