Note:
This document is a translation of the original Japanese language document and has been prepared solely for reference
purposes. In the event of any discrepancy between this English translation and the original Japanese language document,
the original Japanese language document shall prevail in all respects.
December 22, 2023

Company name: CUC Inc.
Representative:

Keita Hamaguchi, Representative Director

Code number:(9158, Tokyo Stock Exchange)

Contact:

Jun Hashimoto(TEL: +81-3-5005-0808)

Announcement regarding the acquisition of membership interests in Albaron Podiatry Holdings, LLC
which operates a podiatry service platform under the name of “Beyond Podiatry”
CUC Inc. (“CUC”) announces that its Board of Directors passed a resolution today, authorizing CUC America Inc.
(“CUC America”), a wholly-owned subsidiary of CUC, to acquire 79.35% of membership interests in Albaron
Podiatry Holdings, LLC (“Albaron Podiatry”), which operates a podiatry service platform under the name of “Beyond
Podiatry”. The resolution aims to integrate Albaron Podiatry as a consolidated subsidiary of CUC.

1.

Purpose of acquisition

CUC started global expansion mainly into Southeast Asia in 2019, with its mission “Creating Hope throughHealthcare”. CUC has recently founded CUC America in July 2023 to undertake market research and facilitatebusiness development in the United States. Similar to Japan, the United States is grappling with aging population anddiabetes. CUC has decided to enter into the podiatry industry which has potential for increasing demand.
Albaron Podiatry operates a podiatry practice management platform named “Beyond Podiatry” in the United States.
Since its establishment in 2018, Beyond Podiatry has consistently expanded its footprint in podiatry practices throughM&A or launching new clinics, and recently initiated a related clinical practice specializing in the treatment ofvaricose veins. Becoming a prominent podiatry practice group in the Midwestern United States, Beyond Podiatry is
distinguished by both its scale and commitment to quality. Beyond Podiatry boasts a team of over 50 podiatrists andvaricose vein physicians. It has established more than 30 podiatry and veins clinics across Michigan, Illinois, Ohio,
Kentucky, and Indiana under various brands. Beyond Podiatry is dedicated to providing practitioners with advanced
support, enabling podiatrists to concentrate on patient care. Beyond Podiatry strives to offer a unique, focused,customized experience for their patients.
With this acquisition, CUC’s objective is to support and strengthen the operational capacities of Beyond Podiatry asa premier practice management platform by utilizing CUC’s know-how generated through management support for
medical institutions in Japan. Following this transaction, Beyond Podiatry will maintain its operations under the
direction of its current management team, including John Moroney as President and Stephen Frascone as CMO, Chief
Medical Officer and several directors dispatched from CUC.
2.

Method of acquisition

CUC America will acquire all membership interests in Albaron Podiatry held by Albaron Acquisition II, LP, Albaron
Acquisition II-B, LP and Foot and Ankle Management, LLC, an asset management company held by John Grady,
podiatrist affiliated by Beyond Podiatry, and about 41% of membership interests held by GLFA Founder Holdings,
Inc, an asset management company held mainly by Stephen Frascone, and other physician unitholders or physicians’
asset management vehicles. After the transaction, CUC America will hold 79.35% of membership interests in Albaron
Podiatry, which will undergo a name change to CUC Podiatry Holdings, LLC upon transaction. Albaron Podiatry
will be integrated as a consolidated subsidiary of CUC.

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CUC intends to initially cover the acquisition cost using its existing cash reserves. Subsequently, CUC plans to secure
financing through a bank loan, with the proceeds allocated for the acquisition of a stake in Albaron Podiatry andcovering transaction costs. Any significant developments regarding this financing that require public disclosure will
be promptly communicated.
3.

Outline of the acquiring entity for the membership interest (As of December 22, 2023)
Name
Location
Name and title of theRepresentative
Business description

Share capital
4.

CUC America Inc.
108 Lakeland Ave, Dover, Delaware, County of Kent, 19901
Keita Hamaguchi, President
Provide healthcare management services and other related services
Invest in healthcare services and other related services
Conduct research on the healthcare market and related markets$100,000 USD

Outline of the subsidiary to be transferred
Name

Location
Name and title of theRepresentative
Business description
Paid in capital (as ofNovember 30, 2023)
Established Date
Major investors andinvestment ratios

Albaron Podiatry Holdings, LLC(Company name will be changed to CUC Podiatry Holdings, LLC following thetransaction.)
142 W 57th St, Floor 11, New York, New York 10019
John Moroney, President
Physician practice management in the field of podiatry and varicose vein
$14,243 thousand USD

November 20, 2018
Albaron Acquisition II, LP
38.84%
Albaron Acquisition II-B, LP
17.00%GLFA Founder Holdings, Inc
24.26%
Foot & Ankle Management, LLC 9.33%
Other investors
10.57%
Relationship with CUC
Capital relationship
Not applicable
Personal relationship
Not applicable
Business relationship
Not applicable
Consolidated operating results and consolidated financial position of this company for the past three years (U.S.
GAAP, in thousand USD)
Fiscal year
For the Fiscal year ended
For the Fiscal year ended
For the Fiscal year ended
December 31, 2020
December 31, 2021
December 31, 2022
Net assets
5,541
6,758
10,528
Total assets
14,632
16,91334,501
Revenue
10,587
16,154
22,593
Loss from operations
(495)
(127)
(2,009)
Income (loss) before
(388)
645
(2,525)provision for income
taxes
Net income (loss)
(359)
353
(2,832)-2-

5.

Outline of the counterparties of the acquisition (As of November 30, 2023)(1) Albaron Acquisition II, LP
Name
Albaron Acquisition II, LP
Location
142 W 57th St, Floor 11, New York, New York 10019
Basis for establishment
Limited Partnership based on Delaware State Law
Purpose of foundation
Private equity investment fund in healthcare services sector
Established Date
December 19, 2018
Total amount of investment Not disclosed in accordance with confidentiality obligations
Investor, investment ratio,
Not disclosed in accordance with confidentiality obligations
investor profile
Overview of the managing
Name
Alessio Baraldi
partner
Location
142 W 57th St, Floor 11, New York, New York 10019
Name and title of the Alessio Baraldi, Manager
representative
Business description
Private equity investment
Share capitalNot disclosed due to confidentiality obligations
Agent in Japan
None
Relationship with CUC and There is no capital relationship / personal relationship / business relationship to be
the fundstated between CUC and the fund.
Relationship with CUC andthe managing partner

There is no capital relationship / personal relationship / business relationship to bestated between CUC and the managing partner.

Relationship with CUC andthe agent

There is no capital relationship / personal relationship / business relationship to bestated between CUC and the agent.

(2) Albaron Acquisition II-B, LP
Name
Albaron Acquisition II-B, LP
Location
142 W 57th St, Floor 11, New York, New York 10019
Basis for establishment
Limited Partnership based on Delaware State Law
Purpose of foundation
Private equity investment fund in healthcare services sector
Established Date
October 6, 2022
Total amount of investment Not disclosed in accordance with confidentiality obligations
Investor, investment ratio,
Not disclosed in accordance with confidentiality obligations
investor profile
Overview of managing
Name
Alessio Baraldi, Manager
partner
Location
142 W 57th St, Floor 11, New York, New York 10019
Name and title of the Alessio Baraldi, Manager
representative
Business description
Private equity investment
Share capitalNot disclosed due to confidentiality obligations
Agent in Japan
None
Relationship with CUC and There is no capital relationship / personal relationship / business relationship to bestated between CUC and the fund.
the fundRelationship with CUC andthe managing partner

There is no capital relationship / personal relationship / business relationship to bestated between CUC and the fund.

Relationship with CUC andthe agent

There is no capital relationship / personal relationship / business relationship to bestated between CUC and the fund.

-3-(3) GLFA Founder Holdings, Inc.
Name
GLFA Founder Holdings, Inc.
Location
32743 23 Mile Road, Suite 210, Chesterfield, Michigan 48047
Name and title of theStephen T. Frascone, President
representative
Business description
Asset management
Share capital (as of$0 USD
November 30, 2023)
Established Date
November 26, 2018
As the counterparty company is an Asset Management Company, at their request,
Net assets
information regarding their net assets, total assets, major shareholders, andTotal assets
shareholding ratios will not be disclosed.
Major shareholders andshareholding ratio
Relationship with CUC

Capital relationship
Personal relationship
Business relationship
Status as a related
party

Not applicableNot applicableNot applicableNot applicable(4) Foot & Ankle Management, LLC
Name
Foot & Ankle Management, LLC
Location
4650 Southwest Highway, Oak Lawn, Illinois 60453
Name and title of theJohn Grady, DPM, President
representative
Business description
Asset management
Share capital (as of$0 USD
November 30, 2023)
Established Date
October 30, 2017
Net assets
As the counterparty company is an Asset Management Company, at their request,
information regarding their net assets, total assets, major investors, and investment
Total assets
ratios will not be disclosed.
Major investors andinvestment ratio
Relationship with CUC

Capital relationship
Not applicable
Personal relationship Not applicable
Business relationship Not applicable
Status as a related Not applicable
party
Additionally, there are other investors including physicians employed by Beyond Podiatry as the counterparties of
the acquisition beyond those mentioned above, and the information is not disclosed due to confidentiality obligations.
CUC has no capital, personnel or transactional relationships with all of these individual investors, and they do not
qualify as related parties.
6.

Number of acquired membership interests, acquisition price and status of membership interest held before andafter the transfer

Number of membership interests
held before the transfer
Number of membership interests
to be acquired
Consideration to be paid

0 units(Number of voting rights：0)(Percentage of voting rights held：0.0%)
9,764,918 units(Number of voting rights：9,764,918)
Membership interests of Albaron Podiatry $69.1 million USD
Transaction costs, etc. $1.3 million USD-4-Number of equity interests held
after the transfer

9,764,918 units(Number of voting rights：9,764,918)(Percentage of voting rights held：79.35%)
Acquisition price is determined in consideration of due diligence and valuation analysis (DCF, comparable
company analysis, etc.) conducted by external experts. The acquisition price is expected to fluctuate based on theprice adjustment implemented in accordance with the Membership Interest Purchase Agreement.
7.

Schedule

Date of resolution at the Board of Directors
Date of agreement
Planned date of membership interest transfer
8.

December 22, 2023
December 22, 2023
January 6, 2024 (Japan time)

Future prospects

The impact of this acquisition on the consolidated financial results of the fiscal year ending March 2024 is currently
under review. An announcement will be made once it becomes evident that there is a material impact on its
financial forecast for the current fiscal year.

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