Unichem has decided to acquire a 100% stake in Loomia Technologies, Inc., a U.S. robotics and tactile sensing solutions company.

The acquisition amount is KRW 8.574 billion, representing 6.48% of Unichem's equity capital. Unichem announced through the Financial Supervisory Service's electronic disclosure system that it held a board meeting on the 5th and passed a resolution to acquire 2,753,881 shares (a 100% stake) of Loomia Technologies.

Transaction Structured as a Mix of Cash, Treasury Shares, and Earn-out CB This acquisition is structured as a combination of cash, treasury shares, and earn-out convertible bonds (Earn-out CB). The details of the complex transaction structure are as follows.

• USD 4 million in cash: USD 1.5 million to be paid on September 30, 2026, and USD 2.5 million on January 4, 2027
• USD 1 million worth of Unichem common shares: to be issued before May 31, 2027
• USD 1 million in earn-out convertible bonds

However, a USD 300,000 signing and retention bonus payable at the closing of the transaction is not included in the acquisition price. The originally scheduled acquisition date is December 30, 2028, and the timeline may be accelerated upon the fulfillment of precedent conditions.

Securing 100% Stake Through Merger... Aiming for Business Diversification Through this acquisition, Unichem plans to secure mass production projects with major global automotive Tier 1 and OEM partners, and to preempt core technologies through the mass production of robotics and tactile sensing solutions, thereby diversifying its business.

The acquisition will be carried out in the form of a merger. Unichem Merger Sub, Inc., a subsidiary to be established by Unichem, will merge with Loomia Technologies. Following the merger, the subsidiary will be dissolved and Loomia Technologies will remain as the surviving entity, allowing Unichem to pay the consideration and ultimately secure a 100% stake.

Provisions Included to Incentivize Performance and Protect Management Rights The contract also includes detailed conditions designed to incentivate the sellers' performance and ensure stable management rights. If additional key mass production projects are secured before December 30, 2028, an 'earn-out' condition will apply, under which earn-out CBs of USD 500,000 each will be issued.

In addition, risks were minimized by concluding arrangements including: a call option to purchase up to 50% of the issued convertible bonds (CB) at a predetermined price; a lock-up restricting the disposal of shares acquired as stock consideration for one year and CB-converted shares for two years; and a voting rights delegation agreement requiring sellers to exercise voting rights in alignment with the Unichem board if the CB is converted into common shares.