[Edaily Reporter NA EUN-KYUNG ] #Graphy Inc., which acquired management control of Ray Co., Ltd.(228670), has announced that it has no plans to seek a seat on the board of Megagen Implant (hereinafter “Megagen”), the second-largest shareholder of Ray Co., Ltd. Graphy Inc. and Ray Co., Ltd. plan to maintain their separate legal entities and brands while expanding cooperation with Megagen in the areas of products and distribution.

Shim Un-seop, Chairman of the Graphie Group, met with Edaily at Graphy Inc.’s headquarters in Geumcheon-gu, Seoul, on the 22nd. Regarding the possibility of Megagen executives joining the board of directors at Ray Co., Ltd., he drew a clear line, stating, “That will not happen,” and emphasized, “This is something I have discussed thoroughly with Megagen CEO Park Gwang-beom.”

“There Was No

Prior Coordination… We Maintain a Friendly and Cooperative Relationship with Megagen”

Megagen attempted to secure a seat on Ray Co., Ltd.’s board at an extraordinary shareholders’ meeting last May, but the effort failed. Since Megagen increased its stake in Ray Co., Ltd. to 7.69% last month, market attention has focused on the relationship among the three companies following Graphy Inc.’s acquisition of management control. Speculation arose that Graphy Inc. and Megagen were competing for control of Ray Co., Ltd. or that the two companies were jointly pursuing the acquisition based on prior coordination.

Chairman Shim denied both possibilities. “When I first received the acquisition proposal from Ray Co., Ltd., I hadn’t even confirmed the intentions of shareholders, stakeholders, or investment institutions,” he explained. “There was absolutely no prior coordination with Megagen at that time, and I learned through a public disclosure that Megagen had been accumulating shares in Ray Co., Ltd. while we were conducting our internal review.”

He continued, “To avoid the situation appearing as a conflict or dispute, I explained Graphy Inc.’s intended business direction to Megagen, and CEO Park agreed with it,” adding, “I believe the matter was resolved satisfactorily without the conflict escalating further.”

MegaGen’s stated purpose for holding the stake remains “influence over management control” in its public disclosures. However, Chairman Shim currently views MegaGen’s stake in Ray Co., Ltd. as a friendly holding. He stated, “CEO Park told me, ‘As a friendly affiliate, we will support you, so please manage the company with confidence,’ and I trust his words.”

Even after the acquisition, Ray Co., Ltd. will maintain its status as a separately listed company and retain its brand. Lee Sang-cheol, CEO of Ray Co., Ltd., will oversee development and organizational operations, while the board of directors—chaired by Chairman Shim—will determine business strategy and major investment directions.

The term “Graphy Group” does not refer to a separate legal entity or holding company. It is a collective term for Graphy Inc. and Ray Co., Ltd.; the two companies plan to maintain their respective brands and business structures while collaborating in necessary areas such as joint development and cross-selling.

Chairman Shim emphasized, “As the acquiring company, we will strive to maximize the strengths of the acquired company,” adding, “Our goal is to leverage the technology, organization, and global network that Ray Co., Ltd. has built over more than 20 years while integrating Graphy Inc.’s materials and treatment solutions.”

“Limits of a Simple Equity Investment”…The Reason for Securing Management Control of Ray Co., Ltd.

Although Graphy Inc. possesses shape-memory transparent orthodontic aligners and 3D printing materials, it needed infrastructure to integrate diagnostics, intraoral scanning, treatment planning, and device manufacturing. Since Ray Co., Ltd. has already established the relevant diagnostic equipment, software, and overseas sales and service networks, Graphy Inc. determined that this would reduce the time and costs required for independent investment.

Chairman Shim pointed out that it was not just a specific piece of equipment or a single distribution network that was needed, but rather the entire business foundation that Ray Co., Ltd. had established. Since it would take significant time and cost for Graphy Inc. to independently establish country-specific subsidiaries, sales and service organizations, and software development capabilities, the company decided to shorten the business expansion timeline through the acquisition of Ray Co., Ltd.

In a simple partnership, each company would inevitably act according to its own business priorities, making it difficult to align schedules for software development and product enhancement. The company also viewed a minority equity investment as having limitations in terms of continuously coordinating Ray Co., Ltd.’s medium- to long-term investment and product development directions.

Chairman Shim explained, “It is difficult to generate synergies across the entire business model through simple cooperation or a partial equity investment alone,” adding, “We secured management control to coordinate business direction and drive growth aggressively in necessary areas.”

Graphy Inc. raised funds for the acquisition of Ray Co., Ltd. by issuing convertible bonds (CBs) and convertible preferred shares (CPS). Graphy Inc. maintains that, since both the coupon rate and maturity interest rate of the CBs are 0% and the CPS serve to bolster capital, there is no immediate cash interest burden.

The company views the likelihood of additional workforce reductions following the acquisition as low. Chairman Shim said, “Since Graphy Inc. and Ray Co., Ltd. have different core businesses, there isn’t much organizational overlap,” adding, “We plan to expand collaboration in necessary areas such as joint development and sales, and we may even increase staffing in the organization responsible for creating synergies between the two companies’ products.”

Reducing Reliance on China and

Expanding into Skincare…

Reorganizing Ray Co., Ltd.’s Business

Following the acquisition of

Ray

Co

., Ltd.

, Graphy Inc. plans

to reduce

its reliance on sales from any single country while expanding its business scope to include skincare. In China, rather than expanding its market presence with low-cost equipment, the company intends to differentiate itself by combining Graphy Inc.’s materials with Ray Co., Ltd.’s diagnostic solutions, while also growing sales in other countries.

Chairman Shim noted, “China is an important market, but given that local brands have reached a high standard, we must not engage in cutthroat price competition.” He added, “We must combine Graphy Inc.’s material solutions with Ray Co., Ltd.’s diagnostic equipment while fostering growth in other countries to reduce our dependence on China.”

Another pillar of business diversification is skincare. Ray Co., Ltd. sells the 3D facial scanner “RAYFace” and is developing a follow-up model specialized for skincare. Ray Co., Ltd.’s subsidiary, RAYCell, is preparing to commercialize products such as skin boosters, cosmetics, and regenerative creams using decellularized extracellular matrix (ECM) raw materials from the organoid company Seratgen.

Graphy Inc. plans to combine its own orthodontic and prosthetic materials with these technologies to establish a one-stop business model that encompasses everything from diagnosis to the fabrication of orthodontic appliances and prosthetics, all the way to skincare. This approach involves integrating facial and oral scanners, diagnostic equipment, materials, and software into a single system to expand the scope of dental services into the aesthetic field.

Chairman Shim emphasized, “Orthodontics is closely linked to aesthetics,” adding, “We will establish a full-package solution where patients can receive skin care at the dental office, undergo facial and oral scans, and have prosthetics or orthodontic appliances fabricated on the same day.”