Aprogen’s Largest Shareholder Nears 85% Stake, Raises 20 Billion Won Through CBs for M&A

The stake held by Aprogen’s largest shareholder, Gbase, and its specially related parties has risen to 84.98%. Adjustments to convertible bond (CB) conversion prices and new CB purchases by affiliates have further consolidated the ownership structure. Behind the change are group-level strategic financing and preparations for an aggressive merger and acquisition (M&A) push.

Structure of 20 billion won CB issuance involving affiliates

According to the Financial Supervisory Service’s electronic disclosure system on the 23rd, Gbase filed a report on its holdings of large amounts of Aprogen shares and other securities. Gbase and its specially related parties held 97,410,334 shares and other securities, representing 84.98%, up 0.90 percentage points from 84.08% in the previous report. The number of specially related parties also rose to 11 from 10, with Aprogen Pharma newly included.

The key transaction is the issuance of the 35th-series CBs. N2Tech invested 10 billion won, Aptochrom invested 7 billion won and Aprogen Pharma invested 3 billion won to acquire CBs totaling 20 billion won. The conversion price is 2,396 won. N2Tech raised funds through the CB issuance, while Aptochrom and Aprogen Pharma used funds they already held. Separately, Aptochrom’s CB holdings increased following conversion price adjustments to its 29th-, 25th- and 27th-series CBs, and it sold part of its 25th-series CBs over the counter. N2Tech’s CB holdings also increased to the equivalent of 6,843,849 shares following a conversion price adjustment to its 31st-series CBs and its acquisition of the 35th-series CBs.

The total number of issued shares with voting rights was 25,650,015, up 824,062 from 24,825,953 in the previous report. The increase reflects shares issued following conversion requests. Gbase stated that it intends to exercise its rights as a shareholder, within the scope permitted by relevant laws and regulations, for the purpose of influencing management control.

Internal funding strategy without external dilution

South Korea’s financial investment industry views the financing structure as a sophisticated financial strategy. The 20 billion won raised from three affiliates will flow through CBs issued by parent company Aprogen and be invested in full in a third-party allotment of new shares by subsidiary Aprogen Biologics. The approach appears intended to secure new growth drivers while maintaining control close to 85% by using internal affiliates rather than bringing in external funds.

The funds secured by Aprogen Biologics are expected to be used as ammunition for acquiring management control of other companies, including Benot&NR, and expanding into new businesses. Aprogen is positioning itself as an alternative hub in the global pharmaceutical supply chain through the expansion of its hybrid CDMO (contract development and manufacturing organization) plant in Osong. Through its subsidiary Apten, it has also secured global exclusive rights to berixafor (GPC-100), a drug candidate that boosts immune cells. In a September 2026 report, global market research firm MarketsandMarkets named Aprogen alongside Sandoz, Pfizer, Amgen and Celltrion as a key player in the global biosimilar market.

At a crossroads between 340% overhang and growth

However, capital markets are not uniformly positive. The total number of shares that could be issued upon conversion of Aprogen’s existing unredeemed CBs, including its 25th- through 34th-series bonds, is about 87.26 million, equivalent to 340.2% of the total shares previously issued. If conversion prices are readjusted in response to future share-price movements (repricing) and large-scale conversion requests are made, dilution of ordinary shareholders’ ownership value and increased share-price volatility will be unavoidable.

At the same time, a medium- to long-term growth scenario remains possible. If Aprogen Biologics successfully completes its M&A, diversifies its portfolio and secures large-scale global orders for the Osong CDMO plant as it benefits from tighter U.S. restrictions on China’s biotech sector, revenue could grow sharply. According to MarketsandMarkets, the global biosimilar market is projected to grow at an average annual rate of 6.6%, from $37.39 billion (about 50 trillion won) in 2026 to $70.79 billion (about 94 trillion won) in 2036. If global clinical results for berixafor become evident, the company could also be revalued as a global drug developer rather than simply a contract manufacturer.