Alteogen's board decided to absorb its subsidiary in a merger.

Alteogen decided at its board meeting to absorb its subsidiary in a merger. The company said the purposes are to secure financial stability, proactively mitigate business and financial risks, and improve operational efficiency. It plans to integrate the currently separate research, development and production operations with clinical development, regulatory approval and marketing. The merger ratio is 1:0.1679581, with the shareholders' meeting scheduled for November 27, 2026 and the merger effective December 29, 2026.

1. 01

   The purpose is to integrate the business structure, which is currently split between research, development and production (Alteogen) and clinical development, regulatory approval and marketing (the subsidiary), into a single legal entity.

2. 02

   The subsidiary's merger consideration was calculated as its intrinsic value (KRW 43,895 per share), derived from a weighted arithmetic mean of asset value and earnings value in a 1:1.5 ratio.

3. 03

   The shareholders' meeting is scheduled for November 27, 2026, and the merger is effective December 29, 2026.

4. 04

   Under Article 522-3 of the Commercial Act, shareholders who object to the merger may demand that the company purchase their shares within 20 days from the shareholders' meeting resolution date.

An AI model translated the Korean summary of this filing into English; every number is carried over from the Korean original. Reference information, not investment advice.

Key figures

Merger ratio

1:0.1679581 (Alteogen : subsidiary)

Merger consideration for surviving company

KRW 261,345 per share

Merger consideration for subsidiary

KRW 43,895 per share

Number of new shares issued in merger

600,477 shares (common stock)

Merger effective date

December 29, 2026

Total assets of subsidiary

Approximately KRW 88.8 billion

Filing facts

Filing type

Merger

Report name

Decision on Merger (Subsidiary)

Filed

Oct 6, 2026

Receipt number

20261006900744