SBC Medical Group Announces Commencement of Tender Offer for Shares of Waqoo, Inc.

SBC Medical Group Holdings Incorporated (Nasdaq: SBC) (“SBC Medical” or the “Company”), a global provider of comprehensive consulting and management services to the medical corporations and their clinics, today announced that on November 13, 2025, SBC Medical Group Co., Ltd. (the “Tender Offeror”) has resolved to acquire shares of common stock of Waqoo, Inc. (Securities Code: 4937, listed on the Tokyo Stock Exchange Growth Market; the “Target Company”) through a tender offer (the “Tender Offer”) pursuant to the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended; the “FIEA”), as described below.

The Tender Offeror is a Japanese subsidiary ultimately owned by SBC Medical Group Holdings Incorporated (“SBCHD”), a U.S. corporation listed on NASDAQ and engaged in management support services for medical clinics both domestically and internationally. As of today, the Tender Offeror holds 353,600 shares of the Target Company’s common stock (ownership ratio: 9.49%). SBCHD itself does not directly hold any shares of the Target Company; however, Yoshiyuki Aikawa, Chairman and CEO of SBCHD and a Director of the Tender Offeror (the “Selling Shareholder”), is the largest shareholder of the Target Company, holding 989,802 shares (ownership ratio: 26.58%). Therefore, the Selling Shareholder is deemed a “closely related person” and a “person acting in concert” with the Tender Offeror, and accordingly, the Tender Offeror is categorized as an “other affiliated company” of the Target Company under the applicable Japanese accounting regulations.

On November 13, 2025, the Tender Offeror decided to (i) acquire all of the Target Company shares held by the Selling Shareholder (the “Transfer Shares”) through a private, off-market transaction (the “Share Transfer”) and (ii) conduct the Tender Offer. Collectively, the Share Transfer and the Tender Offer are referred to as the “Transaction.”

In connection with the Share Transfer, the Tender Offeror and the Selling Shareholder entered into a Share Transfer Agreement dated November 13, 2025, under which they agreed that the Selling Shareholder shall not tender any of the Transfer Shares in the Tender Offer and shall instead transfer all of such shares to the Tender Offeror pursuant to the Share Transfer Agreement.

The Share Transfer will be executed on December 19, 2025 (the scheduled commencement date of settlement for the Tender Offer), subject to the completion and settlement of the Tender Offer. As the Selling Shareholder and the Tender Offeror have been in a continuous “formal special relationship” under Article 27-2, Paragraph 7, Item 1 of the FIEA for over one year prior to the date of the Share Transfer Agreement, the Share Transfer qualifies as an “Exempted Purchase” under Article 27-2, Paragraph 1, proviso of the FIEA, and therefore does not require the implementation of a separate tender offer.