[E-Daily Reporter NA EUN-KYUNG ] The largest shareholder of dental medical device company Ray Co., Ltd.(228670)has changed from CEO Lee Sang-cheol’s group to Graphy Inc. #Graphy Inc. will hold a 26.14% stake in Ray Co., Ltd. once it completes the acquisition of the remaining shares on the 16th.

Ray Co., Ltd. announced after the market closed on the evening of the 15th that its largest shareholder had changed from CEO Lee Sang-cheol and 14 others to Graphy Inc. and 8 others. Following the change, the largest shareholder holds 2,629,076 shares, representing a 16.81% stake. Prior to the change, the stake held by CEO Lee Sang-cheol and the 14 others was 27.86%.

This change in the largest shareholder follows the completion of the first phase of a share purchase agreement on that day, under which CEO Lee Sang-cheol and Ray Holdings transferred their shares in Ray Co., Ltd. to Graphy Inc. Graphy Inc. acquired a total of 2,401,521 shares, consisting of 1,191,812 shares held by CEO Lee Sang-cheol and 1,209,709 shares held by Ray Holdings. The purpose of the acquisition is to participate in management.

Graphy Inc.’s acquisition of Ray Co., Ltd. shares will continue with a second transaction on the 16th. An additional 1,686,228 shares held by Ray Holdings are scheduled to be transferred to Graphy Inc. Once the second transaction is completed, Graphy Inc.’s total holdings of Ray Co., Ltd. shares will reach 4,087,749 shares, increasing its ownership stake to 26.14%. The total acquisition amount is 49,151,090,000 won.

The shares subject to the second transaction are those that Ray Holdings deposited with the Korea Securities Depository (KSD) when it issued exchangeable bonds (EBs) in February 2024. Ray Holdings plans to redeem these from bondholders on the 15th, receive the corresponding shares back, and then transfer them to Graphy Inc. on the 16th.

To secure funds for the acquisition, Graphy Inc. issued convertible bonds (CBs) and convertible preferred shares last July. According to a regulatory filing, Graphy Inc. decided to raise funds at a board meeting on July 13 and issued its 6th series of CBs and convertible preferred shares on July 21. The company’s own funds invested in the first-stage equity acquisition on that day totaled approximately 28.87589 billion won, with no separate borrowings.

Following the change in the largest shareholder, Ray Co., Ltd.’s board of directors is also set to undergo a major reshuffle. Ray Co., Ltd. plans to hold a general shareholders’ meeting on the 16th to approve the appointment of executive directors Shim Un-seop, Park Sung-hyun, and Park Ju-young, as well as independent directors Jo Gwon-ho, Choi Tae-soon, Bang Sung-pil, and Tae Jeong-wook. On the same day, existing directors—including Kim Yo-han, Kim Jeong-hwan, Im Yong-kyu, Park Gil-bae, Park Chung-geun, Kim Gyu-hee, and Yoon Su-bin—will resign.

Graphy Inc. is a company that manufactures and sells dental medical devices based on 3D printing technology. Ray Co., Ltd. also specializes in digital diagnostic and treatment equipment for dentistry, so the two companies share business overlap in the field of dental digital technology. Under this share acquisition, Graphy Inc. will become Ray Co., Ltd.’s largest shareholder and participate directly in its management.

Graphy Inc.’s acquisition of Ray Co., Ltd. began in earnest on the 9th, following the announcement of the signing of a share transfer agreement involving a change in the largest shareholder. The change in the largest shareholder was officially completed with the first transaction on the 15th, and with the second share acquisition and board restructuring scheduled for the 16th, the process of transferring management control has entered its final stage.