As a condition to the closing of the merger, SBC will complete a restructuring of certain of its affiliates, such that they will become subsidiaries of SBC. The discussion of the business of SBC as described below assumes that this restructuring has been completed, as these subsidiaries are currently the entities undertaking such business operations.
Pono and SBC believe that, if consummated, the Merger will promote the expansion of the SBC’s business globally, as SBC will be better positioned to become the global standard for medical services, marketing and cosmetic procedures.
Transaction Overview
The transaction values SBC at
The boards of directors of SBC and Pono have unanimously approved the Merger Agreement and the proposed transactions. The closing of the Merger and related transactions are subject to approval by Pono stockholders and SBC’s stockholders, and are also subject to other customary closing conditions. It is currently expected that the transaction will close in the fourth quarter of 2023 or the first quarter of 2024, assuming such closing conditions are met.
About SBC
Since its establishment,
What makes our customers happy?
How can we contribute to society?
What makes our staff proud?
SBC believes resolving all three of these questions is the “realization of the three good things,” which is what makes
SBC aims to contribute not only to its customers but also to society as a whole through the provision of medical services, and will continue to respond to the voices of its customers with the utmost in medical services. SBC will continue to embody the evolution of medical x technology in order to pursue technology for its customers, pursue further growth, and achieve globalization.
Official site: https://www.sbc-med.com/
About Pono Capital Two, Inc.
Pono is a special purpose acquisition company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. Pono’s units started trading on the Nasdaq Global Market on
Advisors
Important Information About the Proposed Merger and Where to Find It
This press release relates to a proposed business combination transaction (the Merger) among the parties set forth above referred to above and herein as the Merger. A full description of the terms of the Merger will be provided in a proxy statement of Pono with respect to the solicitation of proxies for the special meeting of stockholders of Pono to vote on the Merger (the “Proxy Statement”). This communication is not intended to be, and is not, a substitute for the Proxy Statement or any other document Pono has filed or may file with the
Participants in Solicitation
SBC and Pono, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies of Pono’s stockholders in respect of the proposed Merger. Information about the directors and executive officers of Pono and their ownership is set forth in Pono’s filings with the
This press release does not contain all the information that should be considered concerning the Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Merger. Before making any voting or investment decision, investors and security holders are urged to read the Proxy Statement and all other relevant documents filed or that will be filed with the
No Offer of Solicitation
This press release will not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Merger. This press release will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.
Forward-Looking Statements
The information in this press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed Merger. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “aim,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: (i) the risk that the Merger may not be completed in a timely manner or at all, which may adversely affect the price of Pono’s securities; (ii) the failure to satisfy the conditions to the consummation of the Merger, including the approval of the merger agreement by the stockholders of Pono; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the merger agreement following the announcement of the entry into the merger agreement and proposed Merger; (v) redemptions exceeding anticipated levels or the failure to meet The Nasdaq Capital Market’s initial listing standards in connection with the consummation of the proposed Merger; (vi) the effect of the announcement or pendency of the proposed Merger on SBC’s business relationships, operating results and business generally; (vii) risks that the proposed Merger disrupts the current plans of SBC; (viii) changes in the markets in which SBC compete, including with respect to its competitive landscape, technology evolution or regulatory changes; (ix) the risk that Pono and SBC will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all; (x) the ability of the parties to recognize the benefits of the merger agreement and the Merger; (xi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (xii) statements regarding SBC’s industry and market size; (xiii) financial condition and performance of SBC and Pono, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Merger, potential level of redemptions of Pono’s public stockholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of SBC; and (xiv) those factors discussed in Pono’s filings with the
Contacts
Inquiries (PR):
(808) 892-6611
Inquiries (PR): Group Representative Office, Corporate Strategy Division
sbc-holdings@sbc.or.jp
![](https://ml.globenewswire.com/media/YjkzOWIwMWQtMTU1Ny00ZWZjLWI3MjAtMjllZDIyZjQ5MDNkLTUwMDEwNzY4MQ==/tiny/Pono-Capital-Two-Inc-.png)
2023 GlobeNewswire, Inc., source