Lighting corporations Solux will issue 25 billion won in convertible bonds (CB). As it pushes a merger with dementia drug developer Aribio, attention is focusing on the possibility of a restructuring of the governance structure before and after the merger, with all of the CB to be acquired by InTheMoney, an investment-purpose corporation.
Solux disclosed on the 13th that it will issue the 8th series bearer, interest-bearing, unsecured private convertible bonds. The issuance size is 25 billion won, the coupon rate is 2%, and the yield to maturity is 8%. The maturity date is May 29, 2029.
The company said the funds will be used as 9 billion won for operating funds including research and development expenses and material costs, 7.2 billion won for debt repayment funds, and 8.8 billion won to acquire other corporations' securities. The conversion price is 3,453 won. The number of shares to be issued upon exercise of the conversion right is 7,240,081, which is 14.67% of the current total number of issued shares.
According to the disclosure, Solux plans to complete payment for the CB on May 29. After that, on June 5, it will go through the merger date with Aribio and launch the integrated corporation. After the merger, the surviving corporation's name will be changed to Aribio.
The funding is seen as going beyond a simple securing of operating funds to strengthening financial stability just before the merger.
Aribio is conducting a global phase 3 clinical trial of its oral Alzheimer's treatment candidate "AR1001," and it continues to need large-scale research and development (R&D) funding.
In particular, the Financial Supervisory Service has repeatedly requested corrections to the securities registration statement related to the Aribio–Solux merger, and the merger schedule has been postponed to June 5. Some interpret the CB issuance as intended to fill a financial gap that could arise during the merger delay.
What draws attention is that the possibility of a change in the largest shareholder is specified in the disclosure. The company wrote that "after exercising the conversion right, the largest shareholder may change to InTheMoney Co., Ltd."
The company said, "Assuming only these bonds are converted, the number of shares the acquirer would hold corresponds to 12.80% of the total number of issued shares after conversion." The earliest date the conversion right can be exercised is May 29, 2027.
InTheMoney, which will acquire the entire CB, is an investment-purpose corporation 100% owned by CEO Kim Sang-won. According to the disclosure, as of the end of 2025, InTheMoney's total assets are 2.162 billion won and total equity is 291 million won. The funding method is listed as "other than own funds."
Some in the market say InTheMoney may go beyond a simple financial investor (FI) and play a certain role in changes to the governance structure after the merger. However, the company did not separately comment on whether it would participate in management.
Solux also set a call option (put claim right) on this CB. The company or a designated party can buy back up to 50% of the issuance starting one year after issuance. Some see it as a device to secure management stability going forward.
Aribio has also moved to raise funds. Aribio recently decided to issue the 31st CB worth 1.2 billion won. The acquirer is "Aribio Investment Association No. 6," whose largest contributor is Aribio Vice Chairman Seong Su-hyeon.
Unusually, the CB includes a "linked to new drug sales" condition. If new drug sales in the first half of this year fall short of a certain threshold, the conversion price will drop from the current 27,000 won to as low as 10,000 won. The market views the condition as reflecting both the burden over post-merger performance and the need to attract investment.
Aribio's existing outstanding CB and BW are also sizable. The remaining balance of existing outstanding mezzanine is about 83.7 billion won, and the total number of shares convertible is 7,540,228. That is 29.47% of the current total number of issued shares.
Solux is also pursuing an acquisition of management control of CHA Biotech affiliate CHA Vaccine Research Institute. Some in the industry say the company is shifting its weight from its lighting-centered business structure toward bio. Changes in the finances and governance structure of the future integrated corporation also bear watching.
An industry official familiar with Aribio's situation said, "Both Solux and Aribio are strongly committed to completing the merger and to the bio business," adding, "However, repeated correction requests from the Financial Supervisory Service and the market's conservative view of combining the disparate industries of lighting and bio have combined to increase uncertainty." The official said, "In the end, the key is whether they can overcome concerns in some corners of the market and the review by the financial authorities."