Announcement Execution of Memorandum of Understanding for Share Acquisition (Subsidiarization) - Seite 2

Target Company

Name of Company: Japan Gene Medicine Corporation Head office: 15-9 Ichibancho, Chiyoda-ku, Tokyo Incorporation date: December 17, 2019 Registered paid-in capital: 5,000,000 yen Total number of shares issued: 500 shares of common stock

However, 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 Price Total price of 2,400,000,000 yen
However, 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 Transaction Making 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 Method Cash on hand and loan(s) Scheduled Execution Date of Definitive Agreement⁽²⁾ May 31, 2024 Scheduled Closing Date⁽²⁾ June 30, 2024 Due Diligence We expect to start due diligence upon the execution of the MOU. Other Conditions The 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.