SBC Medical Group Holdings Completes Strategic Tender Offer for Waqoo, Strengthening R&D and Regenerative Medicine Capabilities
SBC Medical Group Holdings Incorporated (“SBC Medical” or the “Company”), a global provider of integrated consulting, operational management, and strategic support services for medical organizations, today announced the successful completion and final results of its tender offer for the common shares of Waqoo a Japan-based medical research and development company focused on regenerative medicine technologies.
The acquisition marks a significant milestone in SBC Medical’s long-term growth strategy and underscores the Company’s commitment to expanding its technological capabilities, research and development footprint, and service offerings across the global healthcare ecosystem. Upon settlement of the tender offer and the completion of related off-market transactions, SBC Medical is expected to become the parent company and largest shareholder of Waqoo, positioning the Company to more fully integrate advanced regenerative medicine technologies into its comprehensive healthcare solutions platform.
Strategic Rationale and Vision
SBC Medical has pursued a strategy centered on delivering end-to-end solutions to medical practices, hospitals, and healthcare organizations worldwide. By combining operational consulting, practice management, technology integration, and business strategy support, the Company aims to help healthcare providers improve efficiency, patient outcomes, and long-term sustainability.
The acquisition of Waqoo is aligned with this strategic vision. Waqoo is recognized for its specialized research and development activities in regenerative medicine, an area of growing importance within modern healthcare. By bringing Waqoo into its corporate structure, SBC Medical expects to enhance its internal R&D capabilities, broaden its healthcare technology portfolio, and accelerate innovation across its service offerings.
In addition, the transaction significantly strengthens SBC Medical’s presence in the Japanese healthcare market, one of the world’s most advanced and highly regulated medical systems. Japan’s leadership in medical research, combined with its aging population and increasing demand for advanced therapeutic solutions, presents meaningful opportunities for long-term growth and collaboration.
Overview of the Tender Offer
The tender offer was initiated on November 14, 2025, and concluded on December 12, 2025, spanning a total of 20 business days. SBC Medical offered to purchase Waqoo common shares at a price of JPY 1,900 per share. The offer was conducted in accordance with applicable Japanese laws and regulations and was administered by SBI Securities Co., Ltd., which acted as the tender offer agent.
The Company planned to acquire up to 575,000 common shares through the tender offer. In the event that the number of shares tendered exceeded this maximum, SBC Medical disclosed that purchases would be made on a pro rata basis, with any excess shares not acquired.
No extension of the tender offer period was made, and the transaction proceeded as originally announced.
Tender Offer Results
At the close of the tender offer period, the total number of shares tendered exceeded the maximum planned purchase volume. Specifically, shareholders tendered a total of 637,817 shares. As a result, SBC Medical applied a pro rata allocation method, purchasing 575,052 shares in accordance with regulatory requirements.
The final results of the tender offer were publicly disclosed on December 13, 2025, through the Tokyo Stock Exchange’s disclosure system.
Settlement of the tender offer is scheduled to commence on December 19, 2025. Shareholders whose shares were accepted will receive cash consideration, which will be remitted to their designated bank accounts following notification of purchase results.
Ownership Structure and Control
Prior to the tender offer, SBC Medical held a minority interest in Waqoo, with an ownership ratio of approximately 9.49% of the voting rights. Certain special related parties collectively held an additional 26.58%.
Following the completion of the tender offer, SBC Medical’s ownership stake will increase to approximately 24.93% of Waqoo’s voting rights, while the ownership ratio of special related parties will remain unchanged.
In addition to the shares acquired through the tender offer, Yoshiyuki Aikawa, the largest shareholder of Waqoo, is expected to transfer all of his remaining shares to SBC Medical through an off-market transaction outside the tender offer process. This transfer is also scheduled to become effective on December 19, 2025.
Upon completion of both the tender offer settlement and the off-market share transfer, SBC Medical’s total ownership ratio is expected to exceed 50% of Waqoo’s voting rights. As a result, SBC Medical will become the parent company and controlling shareholder of Waqoo, enabling consolidated financial reporting and deeper strategic alignment between the two organizations.
Transaction Highlights
Key highlights of the transaction include:
- Total Investment: Approximately JPY 1,092.5 million for up to 575,052 common shares acquired through the tender offer
- Offer Price: JPY 1,900 per common share
- Strategic Objective: Expansion of SBC Medical’s healthcare technology and regenerative medicine capabilities
- Geographic Impact: Strengthened presence and operational footprint in the Japanese healthcare market
Pro Rata Allocation Process
Given that the number of tendered shares exceeded the maximum planned purchase volume, SBC Medical applied a pro rata allocation method to determine the number of shares purchased from each tendering shareholder. Fractional adjustments were made to ensure that the total number of shares acquired did not exceed the disclosed limit.
Where fractional rounding alone was insufficient to resolve allocation differences, a lottery system was used among shareholders with equal fractional differences, in accordance with applicable regulations. This process ensured fairness, transparency, and regulatory compliance throughout the tender offer execution.
Settlement and Administrative Details
SBI Securities Co., Ltd., headquartered at 1-6-1 Roppongi, Minato-ku, Tokyo, served as the tender offer agent for the transaction. Formal notifications of purchase results will be mailed promptly to tendering shareholders following the completion of the offer period.
Cash settlement for accepted shares will begin on December 19, 2025, with funds remitted directly to the bank accounts designated by each shareholder. Copies of the tender offer report are available for public inspection at SBC Medical Group Co., Ltd.’s headquarters in Yokohama, as well as at the Tokyo Stock Exchange, Inc.
Post-Acquisition Strategy and Outlook
SBC Medical has confirmed that there are no changes to the policies, strategies, or forward-looking statements previously disclosed in the tender offer registration statement filed on November 14, 2025. The Company intends to continue executing its strategic roadmap while integrating Waqoo’s research and development capabilities into its broader operations.
Following the acquisition, SBC Medical plans to explore opportunities for collaboration between its existing medical consulting and management platforms and Waqoo’s regenerative medicine expertise. This integration is expected to support innovation in treatment methodologies, enhance service offerings for medical practice clients, and create additional value across the healthcare delivery chain.
From a financial and operational perspective, the acquisition supports SBC Medical’s objective of building a diversified healthcare services organization with strong technological foundations and scalable growth potential. The Company believes that the transaction will contribute to long-term shareholder value by expanding its addressable market and reinforcing its competitive positioning in both domestic and international healthcare markets.
Commitment to Long-Term Growth
SBC Medical remains focused on advancing healthcare delivery through innovation, operational excellence, and strategic investment. The acquisition of Waqoo represents a meaningful step toward achieving these goals, particularly in areas such as regenerative medicine and advanced healthcare technologies.
As healthcare systems worldwide continue to evolve, SBC Medical aims to position itself as a trusted partner for medical organizations seeking comprehensive, forward-looking solutions. The Company believes that combining its global consulting expertise with Waqoo’s specialized R&D capabilities will create new opportunities for growth, collaboration, and impact across the healthcare sector.
About SBC Medical Group Holdings Incorporated
SBC Medical Group Holdings Incorporated is a comprehensive medical group operating a wide range of franchise businesses across diverse medical fields, including advanced aesthetic medicine, dermatology, orthopedics, fertility treatment, dentistry, AGA (hair restoration), and ophthalmology. The Company manages a diverse portfolio of clinic brands and is actively expanding its global presence, particularly in the United States and Asia, through both direct operations and medical tourism initiatives. In September 2024, the Company was listed on Nasdaq, and in June 2025, it was selected for inclusion in the Russell 3000® Index, a broad benchmark of the U.S. equity market. Guided by its Group Purpose
This press release contains forward-looking statements. Forward-looking statements are not historical facts or statements of current conditions, but instead represent only the Company’s beliefs regarding future events and performance, many of which, by their nature, are inherently uncertain and outside of the Company’s control. These forward-looking statements reflect the Company’s current views with respect to, among other things, the Tender Offer, the Company’s product launch plans and strategies; growth in revenue and earnings; and business prospects. In some cases, forward-looking statements can be identified by the use of words such as “may,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” “targets” or “hopes” or the negative of these or similar terms. The Company cautions readers not to place undue reliance upon any forward-looking statements, which are current only as of the date of this release and are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. The forward-looking statements are based on management’s current expectations and are not guarantees of future performance. The Company does not undertake or accept any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. Factors that may cause actual results to differ materially from current expectations may emerge from time to time, and it is not possible for the Company to predict all of them; such factors include, among other things, changes in global, regional, or local economic, business, competitive, market and regulatory conditions, and those listed under the heading “Risk Factors” and elsewhere in the Company’s filings with the U.S. Securities and ExchangeContributing to the well-being of people around the world through medical innovation,” SBC Medical Group Holdings Incorporated continues to provide safe, trusted, and high-quality medical services while further strengthening its international reputation for quality and trust in medical care.
