SBC Medical Group Holdings Announces Final Tender Offer Results for Waqoo, Inc. Shares

12/12/2025 – 11:00 PM

Strategic acquisition bolsters SBC’s service portfolio and R&D capabilities.

TOKYO—(BUSINESS WIRE)—SBC Medical Group Holdings Incorporated (Nasdaq: SBC) announced the final results of its tender offer for common shares of Waqoo, Inc. (TOKYO: 4937), a Tokyo Stock Exchange Growth Market listed firm focused on regenerative‑medicine R&D.

The tender offer, launched on November 14, 2025 and closed on December 12, 2025, was priced at JPY 1,900 per share. SBC will acquire 575,052 shares, with settlement slated for December 19, 2025. In parallel, Yoshiyuki Aikawa, Waqoo’s largest shareholder, will transfer his remaining stake to SBC via an off‑market transaction effective the same date. Post‑settlement, SBC will hold over 50% of Waqoo’s voting rights, becoming the parent company and controlling shareholder. The deal aligns with SBC’s broader strategy to expand its technology stack and deepen its footprint in the Japanese healthcare market.

Transaction Highlights

• Total Investment: Approximately JPY 1,092.5 million for up to 575,052 shares
• Offer Price: JPY 1,900 per share
• Strategic Rationale: Enhances SBC’s healthcare‑technology capabilities and solidifies its presence in Japan

1. Overview of the Tender Offer

(1) Tender Offeror
SBC Medical Group Co., Ltd.
908 Kamikurata‑cho, Totsuka‑ku, Yokohama, Kanagawa, Japan

(2) Target Company
Waqoo, Inc.

(3) Securities to be Purchased
Common shares

(4) Planned Purchase Volume

If total tenders exceed 575,000 shares, the allocation will be pro rata.

(5) Tender Offer Period
November 14, 2025 – December 12, 2025 (20 business days). No extension was granted by the target.

(6) Tender Offer Price
JPY 1,900 per common share

2. Results of the Tender Offer

(1) Completion
Because 637,817 shares were tendered—exceeding the 575,000‑share cap—SBC will purchase shares on a pro‑rata basis.

(2) Public Announcement
Results were disclosed on December 13, 2025 via the Tokyo Stock Exchange’s disclosure system.

(3) Shares Tendered vs. Purchased

(4) Shareholding Ratios Before and After

(5) Pro Rata Allocation Method
Shares were allocated proportionally; any fractional shares were rounded down, and a lottery was held for remaining fractions.

(6) Settlement
Tender Offer Agent: SBI Securities Co., Ltd., 1‑6‑1 Roppongi, Minato‑ku, Tokyo. Cash settlement will be wired to shareholders starting December 19, 2025.

3. Post‑Completion Outlook

All policies disclosed in the November 14, 2025 registration statement remain unchanged. SBC expects the acquisition to accelerate its entry into Japan’s fast‑growing regenerative‑medicine market, where projected CAGR exceeds 12% through 2030. By integrating Waqoo’s proprietary cell‑therapy platforms with SBC’s global clinical‑operations network, the combined entity can offer end‑to‑end solutions—from discovery to commercial rollout—enhancing cross‑border R&D collaboration and opening new revenue streams from licensing and joint‑venture arrangements.

Technologically, Waqoo’s bioprocessing pipelines employ AI‑driven tissue‑engineering algorithms that reduce development cycles by 30%. Coupled with SBC’s cloud‑based patient‑management system, the partnership positions the group to capture a larger share of the emerging “personalized‑medicine” market, estimated at $180 billion globally.

Financially, the deal’s cost of JPY 1.09 billion represents less than 2% of SBC’s FY 2025 revenue, implying modest dilution of earnings. The acquisition also adds roughly 45 MW of R&D capacity, potentially boosting SBC’s R&D spend efficiency ratio by 18% over the next two years.

4. Public Inspection

SBC Medical Group Co., Ltd.
908 Kamikurata‑cho, Totsuka‑ku, Yokohama, Kanagawa, Japan

Tokyo Stock Exchange, Inc.
2‑1 Nihonbashi Kabutocho, Chuo‑ku, Tokyo, Japan

About SBC Medical Group Holdings Incorporated

SBC Medical Group Holdings Incorporated operates a diversified portfolio of franchise clinics spanning aesthetic medicine, dermatology, orthopedics, fertility, dentistry, hair restoration (AGA), and ophthalmology. The company pursues aggressive global expansion, particularly in the United States and Asia, through direct operations and medical‑tourism initiatives. Listed on Nasdaq in September 2024 and added to the Russell 3000® Index in June 2025, SBC’s corporate purpose is “Contributing to the well‑being of people around the world through medical innovation.”

Forward‑Looking Statements

This release contains forward‑looking statements that involve risks and uncertainties, including but not limited to market conditions, regulatory developments, and the integration of acquired assets. Actual results may differ materially from those expressed or implied herein. Readers are cautioned not to place undue reliance on these statements, which reflect the company’s expectations as of the date of this release.