MBK-UCK Acquires Ostem Implant... Secures 88.7% Stake

The MBK Partners and UCK (Unison Capital Korea) consortium has succeeded in acquiring management rights by securing 88.7% of the shares of Osstem Implant.

According to the financial investment industry on the 27th, the MBK-UCK consortium secured a total of 88.7% by combining the tender offer shares (65.1%), convertible bonds (3.5%), Chairman Choi Kyu-ok’s shares (10.3%), and shares already held by the tender offeror (9.9%).

The shareholding significantly exceeded the minimum target range of 15.4% initially aimed for through the tender offer (15.4?71.8%), marking the largest share acquisition in the history of domestic tender offers.

NH Investment & Securities, which managed the tender offer, reported that the number of shares subscribed for the tender offer was 9,522,070 shares, with a final competition rate of 0.8519 to 1.

With the private equity fund securing nearly 90% of the shares, attention is also focused on whether Osstem Implant will be delisted. In response, the MBK-UCK consortium stated, "We are thoroughly reviewing what direction is necessary from the perspective of investor protection in a situation where the number of floating shares has decreased."

The MBK-UCK side said, "The acquisition of management rights through the tender offer will mark a major turning point in the governance reform of Osstem Implant, which the market and investors have long demanded," adding, "We will communicate and cooperate with Osstem Implant’s management and employees to fulfill the promised governance improvements to shareholders, and from a mid- to long-term perspective, we will make our best efforts to fundamentally enhance Osstem Implant’s corporate value through global market expansion and strengthening digital business."

If the consortium secures shares in the 90% range of the total issued shares, it can pursue voluntary delisting. When the largest shareholder of a KOSDAQ-listed company applies for voluntary delisting, the Korea Exchange’s Corporate Evaluation Committee decides on delisting by considering whether the largest shareholder’s shareholding ratio and tender offer conditions meet public interest realization and investor protection standards.

For the consortium, pursuing delisting has the advantage of maintaining management rights without interference from minority shareholders and enabling swift promotion of mergers and acquisitions.

However, there is also speculation that delisting may not be pursued. Since the consortium needs to increase corporate value and sell at a price higher than the purchase price to realize profits, maintaining the listing status is advantageous for future share value evaluation and investment recovery.

Meanwhile, this tender offer for Osstem Implant took place amid a management rights dispute.

Earlier, KCGI, a private equity fund led by CEO Kang Sung-bu holding about a 6% stake, pressured for the resignation of Chairman Choi Kyu-ok and demanded improvements to the outdated governance structure, which triggered the dispute.

In response, Chairman Choi allied with another private equity fund operator, the MBK and UCK consortium, to counter the move.

This consortium established a special purpose company (SPC) called Dentistry Investment Co., Ltd. to conduct the tender offer aiming to acquire management rights of Osstem Implant, and signed a contract and investment agreement promising to purchase Chairman Choi’s shares if the tender offer succeeded.

Specifically, they offered to purchase 15.4?71.8% of Osstem Implant’s potential total issued shares (15,576,505 shares) at 190,000 KRW per share through the tender offer, and if successful, promised to buy Chairman Choi’s 9.3% stake at the same tender offer price.

This content was produced with the assistance of AI translation services.