Celemics logo. /Courtesy of Celemics

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As SU&Financial Investment, a domestic private equity fund (PEF) manager, invested in next-generation sequencing (NGS) corporations Celemics, it has been confirmed that there is also a possibility of a future transfer of control. That is because an earn-out clause was set in the contract between the two sides.

According to the investment banking (IB) industry on the 20th, SU&Financial Investment stepped in as a strategic investor (SI) and invested 8.55 billion won in Celemics on the 28th of last month. The structure is to acquire convertible bonds (CB) issued by Celemics. The investment was made through "Supisho New Technology Investment Association No. 1," operated by SU&Financial.

Based on the share price at the time, the value of 100% of Celemics' equity was about 62 billion won. The per-share conversion price of the CB is 8,324 won, and if SU&Financial converts all CBs it holds into shares, the structure was designed for it to hold about 11.12% equity.

There is analysis that this transaction is a stepping stone for SU&Financial to acquire Celemics. According to the industry, an earn-out clause related to mergers and acquisitions was set between the two companies. It means the acquisition amount will not be paid in a lump sum but contributed later depending on performance trends. If results are achieved, it would effectively be a structure to acquire the entire company.

There is a scenario that SU&Financial will transfer management control after the shareholders meeting next year. A source in the IB industry said, "While an acquisition of control has not yet become visible, if an earn-out clause was set in the contract between the two sides, the likelihood is high."

Celemics is a bio corporations that provides disease diagnosis and genome analysis solutions based on NGS technology. According to Celemics, it is the only company in Asia and Europe that possesses NGS panel synthesis technology, and it is expanding its global business in Precision Medicine and molecular diagnostics, including liquid biopsy and bio new drug development. This year, it also secured about 23 billion won through a rights offering and other measures. During the process of issuing CBs to SU&Financial, it also carried out a rights offering and other steps.

About 65% of Celemics' sales come from the sale of test kit products for genetic mutations such as genetic diseases and solid cancers. The rest comes from services that analyze the results of these genetic tests. Both are said to be mainly overseas sales.

With a hantavirus infection case recently occurring on a cruise ship, Celemics also drew attention as a corporations that has an NGS-based panel technology capable of hantavirus analysis. It expanded its business in earnest after going through the COVID-19 pandemic. According to a shareholder letter that Park sent on the 30th of last month, the plan is to strengthen strategic collaboration with large corporations at home and abroad to commercialize the technology and expand global sales.

Celemics' share price rose from 2,720 won at the start of the year to an intraday high of 19,840 won on the 16th of last month. It has since edged down, but it is still more than 500% higher than at the start of the year.

SU&Financial is said to have focused on the fact that five Celemics products were listed as U.S. FDA Class I medical devices and that the company has continued supplying the Korea Disease Control and Prevention Agency. A Class I listing means that basic regulatory procedures for low-risk medical devices have been completed. It is also known to have noted the company's strong financial soundness. As of the first quarter of this year, Celemics' liability ratio is only 23.45%. The business connectivity of services that analyze genome test results is also seen as efficient for vertical integration.

However, Celemics has not achieved top-line growth over the past five years. While 2022 sales were 8.73 billion won, 2025 sales were 5.89 billion won, a decrease of about 32.5%. The company is seeking a turnaround to profit, but it has not escaped operating losses. A source in the IB industry said, "I see the key as expanding overseas sales in the second half and linking that to performance improvement."

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