Announcement Execution of Memorandum of Understanding for Share Acquisition (Subsidiarization) By Investing.com

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NEW YORK, April 02, 2024 (GLOBE NEWSWIRE) — MEDIROM Healthcare Technologies Inc. (we, our or we) announce that we have decided, at the meeting of the Board of Directors held on March 29, 2024, to enter into the agreement. The Memorandum of Understanding (MOU) is for the purpose of acquiring all the shares of stock of Japan Gene Medicine Corporation (The Target Company) and making it part of us, and starting the process and negotiations necessary to enter into a definitive transaction agreement. . The agreement was entered into on April 2, 2024. Under the MOU we and the seller agree to negotiate in good faith with the intention of entering into a definitive purchase agreement by May 31, 2024, described in detail below at 2. of the Transactions Set forth in the MOU.

  1. Purpose of Buying Shares In addition to our recreational health care business and our flagship brand, Re.Ra.Ku ®ï¸Ž, our team is dedicated to the health business, represented by our sought-after training program Lav ® ︎ that provides unique health guidance. , our development and production of the world’s first smart bracelet that does not require charging, the MOTHER Bracelet ® , and our launch of the device-based monitoring system, REMONY. We are also expanding into new areas. The Target Company is a genetic diagnosis company that provides genetic testing and analysis services. By understanding the condition of the fetus and the presence of any disease or illness before birth, it is possible for medical professionals to consider the appropriate delivery method and therapeutic education according to the condition of the child. The target age group for this activity is women between the ages of 20 and 40, who are similar to the users of our group, Re.Ra.Ku ®ï¸Ž. We believe that business synergies will be created as we seek to increase customer value. This acquisition is in line with our ongoing strategy to acquire assets that will help expand our presence in Japan. Through these acquisitions, we will also aim to achieve our vision of becoming a comprehensive healthcare company that can provide a comprehensive range of services from prevention to treatment and increase the value of our team.

2. Procedures Set forth in the MOU(1)

Target Company Company name: Japan Gene Medicine Corporation Head office: 15-9 Ichibancho, Chiyoda-ku, Tokyo Incorporation date: December 17, 2019 Registered paid-up capital: 5,000,000 yen Total number of shares issued: 500 shares of common stock However, the number of Target Company it may change due to social events or other things discovered through hard work, etc. Also, upon request, any transactions related to the parties must be reviewed and reconciled to balance between the entire Target Company. the economic value created by the experimental business which is the basis, as far as we know, for the value described below. The details will be agreed upon and delivered in a definitive agreement.
Price Total price 2,400,000,000 yen However, this price may change after due diligence. The price will be determined based on the target company’s adjusted EBITDA in the test business calculated carefully multiplied by five (5), and the detailed terms and conditions will be defined in the definitive agreement.
Sales Process Making Target a subsidiary of us through a stock purchase (buyback), share exchange (kabushiki koukan) or other means, or a merger. Details will be agreed upon and provided in a definitive agreement.
The Way to Earn Money Cash on hand and credit
Scheduled Date of Confirmation Agreement (2) May 31, 2024
Planning Deadline (2) June 30, 2024
Due diligence We hope to be cautious in implementing the MOU.
Other Things The fulfillment of a definitive agreement and the closing of a transaction with us is conditional and depends on the following:- The receipt of a written instrument (letter of commitment) from a financial institution that agrees to grant a loan in cash and on terms and conditions satisfactory to us.- The business of the Target Company will continue after the sale considered as it was at the time of the implementation of the MOU.- It is confirmed that the events related to the Target Company party have been resolved to achieve it.- During the proper investigation, it has been confirmed that no issues have been found such as collaboration or events and forces against social norms that could prevent the project .- It is agreed that the things determined during the preparation should be shown in the event. initials, presentations, guarantees, etc. in the agreement to be confirmed to fulfill.- The procedures required under the Foreign Exchange and Foreign Trade Act have been completed. , and the rules based on the dates in force.- Certain advertising conditions, representations and warranties, agreements, and payment decisions are defined in the definitive agreement.

(1) This policy establishes the non-binding clauses provided in the MOU to be adopted and entered into a definitive agreement. to close.

3. Schedule

Below is the proposed schedule of events set out in the MOU. The system is based on the timely satisfaction of the requirements to enter into a definitive agreement and the requirements to close.

(1) Date of implementation of the MOU April 2, 2024
(2) The date of execution of the definitive agreement May 31, 2024
(3) Closing date June 30, 2024

Forward-Looking Comments

Certain statements in this article are forward-looking statements that comply with the provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements may include statements or expectations regarding the company’s results of operations, financial condition, finances, business strategies and plans. , market opportunities, competitive landscape, industry environment, and growth opportunities. Sometimes, forward-looking statements can be identified by words such as, will, will, will, make, target, aim, hope, expect, think, plan, hope, imagine, believe, continue, predict, project, possible. , intent, or other words expressing uncertainty of future events or results. These statements relate to future events or the Company’s future financial performance, and include known and unknown risks, uncertainties and other factors that could cause the Company’s actual results, operating volume, performance, or earnings to differ from these results. future, levels. of the events, performances or achievements described or implied by these forward-looking statements. Do not rely on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that, at times, are beyond the Company’s control, which may affect actual results, performance, performance or results. Each forward-looking statement reflects the company’s view of future events and includes these and other risks, uncertainties and assumptions regarding the company’s operations, results of operations, growth strategies and financing. Some of the factors that could cause actual results to differ from those expressed or implied by our expectations in this article include:

  • The ability of the company to obtain the funds necessary to complete the proposed acquisition in an acceptable manner;
  • The company has completed due diligence;
  • the satisfaction of the conditions for entering into a definitive acquisition agreement and, if a definitive agreement has been entered into, the satisfaction of the conditions contained in such agreement to close the acquisition;
  • The Company’s ability to realize the benefits expected from the sale;
  • the Company’s ability to successfully integrate the acquired business;
  • The company’s ability to obtain necessary regulatory approvals;
  • potentially large purchases and undisclosed loans;
  • The Company’s ability to achieve its business development goals and implement and implement growth strategies, priorities and initiatives;
  • changes in the Japanese and global economy and financial markets, including their impact on the Company’s growth in Japan and other foreign markets;
  • the Company’s ability to achieve and maintain profitability in its Digital Preventive Healthcare Segment;
  • The Company’s ability to maintain and enhance its brand value and promote and maintain its trademarks and protect its intellectual property;
  • The Company’s ability to raise additional funds on an approved basis or otherwise;
  • The Company’s credit rating and restrictions may limit the Company under the Company’s credit standards;
  • changes in consumer preferences and the Company’s competitive environment;
  • The Company’s ability to deal with natural disasters, such as earthquakes and tsunamis, as well as global pandemics, such as COVID-19; and
  • a place to manage how the company works.

Information about these and other risks that may affect the Company’s business, reputation, results of operations, financial condition, and stock price is included in the Company’s Securities and Exchange Commission (SEC) filings, including Risk Factors. is part of the Operating and Financial Review and Prospects of the Company’s latest report on Form 20-F and subsequent filings, which are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update or revise these forward-looking statements for any reason, or to revise material facts that may differ from those anticipated in the forward-looking statements, even if new information may become available in the future.

History of MEDIROM Healthcare Technologies Inc.

MEDIROM, a public health company, operates 311 (as of February 29, 2024) throughout Japan, Re.Ra.Ku ® is its leading brand, and provides medical services. In 2015, MEDIROM entered the medical technology business and launched new medical programs using the popular training program called Lav ® , which is developed by the Company. MEDIROM re-entered the device business in 2020 and has developed the MOTHER Bracelet ® smart tracker. In 2023, MEDIROM launched REMONY, a remote monitoring system for corporate customers, and has received orders from various industries, including nursing care, transportation, construction, and manufacturing, among others. MEDIROM hopes that its various health-related products and services will help collect and manage health data from users and customers and help them become a leader in big data in the healthcare industry. For more information, visit https://medirom.co.jp/en.

ContactsInvestor Relations Teamir@medirom.co.jp

Image courtesy of MEDIROM Healthcare Technologies Inc.

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