News Releases
Notice Regarding Change in Contract Terms Due to Transfer of Subsidiary (Share Transfer)
December 8, 2025
Tokyo (December 8, 2025) - Konica Minolta, Inc. (Konica Minolta) had announced in “(Progress of Disclosed Matter) Notice of Completion of Change in a Consolidated Subsidiary (Transfer of Share),” dated February 4, 2025, that it had completed the transfer of the share of Ambry Genetics Corporation to Tempus AI, Inc. (Tempus) on February 3, 2025 (U.S. time), based on the Securities Purchase Agreement disclosed in “Notice Regarding Change in a Consolidated Subsidiary (Share Transfer) and Recording of Profit from Discontinued Operation due to the Share Transfer” dated November 5, 2024.
Konica Minolta hereby announces that the lock-up agreement for the Tempus stock received as consideration for the transfer has been amended as below. There are no changes to the terms of agreement, other than the lock-up period.
Before Amendment
Of the US$ 600 million transfer price, US$ 375 million will be paid in cash and US$ 225 million will be paid in Tempus Class A Common stock. In addition, of the Class A Common stock, US$ 125 million portion will be available for sale after completing the registration process. The remaining US$ 100 million will be subject to a lock-up agreement for a period of one year following the closing date of the transaction.
After Amendment: Amendments are underlined.
Of the US$ 600 million transfer price, US$ 375 million will be paid in cash and US$ 225 million will be paid in Tempus Class A Common stock. In addition, of the Class A Common stock, US$ 125 million portion will be available for sale after completing the registration process. The remaining US$ 100 million will be subject to certain restrictions on sale on and after December 2, 2025 (U.S. time), and will become freely saleable after one year from the closing date of the transaction.
Note: The Class A Common stocks equivalent to US$ 125 million, which could be sold as soon as the registration process was completed, were entirely sold during the first quarter of the fiscal year ending March 2026.