MEDIROM to Acquire Japan Gene Medicine Corporation Through Share Purchase Agreement

April 3, 2024 by No Comments

NEW YORK, April 02, 2024 — MEDIROM Healthcare Technologies Inc. (“we”, “our” or “us”) hereby announces that we resolved, at a meeting of our Board of Directors held on March 29, 2024, to enter into a Memorandum of Understanding (the “MOU”) for the purpose of acquiring all of the shares of stock of Japan Gene Medicine Corporation (the “Target Company”) and making it our subsidiary, and commencing the processes and negotiations necessary to enter into the definitive agreement for the transaction. The MOU was executed on April 2, 2024. Under the MOU we and the seller agree to negotiate in good faith for the purpose of entering into the definitive agreement for the acquisition by May 31, 2024, described in more detail below under “2. Outline of Transaction Proposed in the MOU”. Purpose of Share AcquisitionIn addition to our relaxation salon business providing health management services with our iconic brand, “Re.Ra.Ku®︎”, our group is committed to the healthtech business, which is represented by our on-demand training application “Lav®︎” that provides specific health guidance, our development and manufacturing of the world’s first smart tracker bracelet that does not require charging, “MOTHER Bracelet®”, and our deployment of our device-based monitoring system, “REMONY”. We are also actively expanding into new areas.The Target Company is a company engaged in a prenatal diagnosis business providing genetic testing and analysis services. By understanding the condition of the fetus and the presence of any diseases or disorders before birth, it is possible for medical professionals to consider the most appropriate method of delivery and therapeutic education tailored to the condition of the fetus. The target age group for these services is women in their 20s to 40s, which matches the main users of our group brand, “Re.Ra.Ku®︎”. We believe that business synergies will be generated as we aim to improve the value of the customer experience.This acquisition is in line with our ongoing strategy of obtaining assets which can contribute to expanding our presence in Japan. Through this acquisition, we will further aim to realize our vision of becoming a “healthcare general trading company that can provide comprehensive services from prevention to treatment” and to enhance the corporate value of our group. 2. Outline of Transaction Proposed in the MOU(1) Target CompanyName of Company: Japan Gene Medicine CorporationHead office: 15-9 Ichibancho, Chiyoda-ku, TokyoIncorporation date: December 17, 2019Registered paid-in capital: 5,000,000 yenTotal number of shares issued: 500 shares of common stockHowever, the scope of the Target Company is subject to change due to the existence of related party transactions or other factors discovered as a result of due diligence, etc. Also, at our request, any related party transactions will need to be reviewed and reconciled to centralize in the Target Company substantially all economic value generated by the testing business which is the basis, as we recognize, of the price stated below. Detailed terms and conditions will be agreed and provided for in the definitive agreement.Proposed PriceTotal price of 2,400,000,000 yenHowever, the price is subject to change after due diligence. The price will be determined by reference to the amount of the Target Company’s adjusted EBITDA in the testing business calculated through due diligence multiplied by five (5), and the detailed terms and conditions will be set forth in the definitive agreement.Method of TransactionMaking the Target Company our subsidiary by purchase of shares (cash settlement), share exchange (kabushiki koukan) or other methods, or a combination thereof.Details will be agreed and provided for in the definitive agreement.Fundraising MethodCash on hand and loan(s)Scheduled Execution Date of Definitive Agreement(2)May 31, 2024Scheduled Closing Date(2)June 30, 2024Due DiligenceWe expect to start due diligence upon the execution of the MOU.Other ConditionsThe execution and of the definitive agreement and closing of the transaction by us are conditioned on and subject to the following:- Receipt of a written instrument (commitment letter) from a financial institution that agrees to provide a loan in an amount and on terms and conditions satisfactory to us.- The business of the Target Company will continue after the contemplated transaction as it was at the time of execution of the MOU.- It is ensured that related party transactions of the Target Company have been resolved to our satisfaction.- During the due diligence process, it has been confirmed that there are no issues discovered such as connections or transactions with anti-social forces that could preclude this transaction.- It is agreed that matters confirmed during the due diligence process will be reflected in the conditions precedent, representations, warranties, and other ap