VIG Secures 94% Stake in Viol Through On-Market Purchases

Only About 1% Short of the 95% Ownership Threshold for Voluntary Delisting
Expected to Reach Target Within as Early as Two Days

VIG Partners (hereafter VIG) announced on the 29th that it has secured approximately 94% ownership of Viol through both a tender offer and on-market purchases.

As of the previous day, VIG Partners had acquired 54,156,194 shares of Viol. This represents 92.7% of Viol's total issued shares of 58,419,125, and 93.8% based on the number of voting shares in circulation, which is 57,742,940 after excluding 676,185 treasury shares without voting rights from the total issued shares.

VIG Partners logo. VIG Partners

Previously, VIG had announced that if it acquired a sufficient level of ownership, it would promptly take measures for delisting such as a comprehensive share exchange in accordance with relevant laws and regulations.

A comprehensive share exchange is a method stipulated in Article 360-2 of the Commercial Act and, in principle, requires a special resolution at Viol's shareholders' meeting. However, if the largest shareholder's ownership exceeds 90%, it can be carried out as a simplified exchange through a board resolution without convening a shareholders' meeting.

Considering that treasury shares can typically be canceled with a simple board resolution, VIG's current 94% ownership of Viol enables it to proceed with a comprehensive share exchange through a simplified method without the need for a shareholders' meeting.

Additionally, under Article 6 of the Enforcement Rules of the KOSPI Listing Regulations, if ownership exceeds 95% of the shares in circulation (excluding treasury shares from the total issued shares), a voluntary delisting application can be submitted.

Given that the KOSDAQ market generally applies the same voluntary delisting standards as the KOSPI market, VIG is currently short by about 700,000 shares to reach the 95% ownership threshold required to apply for voluntary delisting of Viol. Considering that VIG has purchased an average of approximately 410,000 shares per day on the market over 13 trading days following the tender offer, it is expected that the required number of shares for a voluntary delisting application could be secured within as early as two days.

VIG plans to continue purchasing all remaining shares on the market at a constant price of 12,500 won per share, which is the same as the tender offer price, regardless of the current level of ownership acquired.

If VIG proceeds with a comprehensive share exchange, it will take approximately 70 days from the board resolution until minority shareholders actually receive their payments, resulting in unavoidable opportunity costs during this period. Therefore, VIG intends to provide minority shareholders with the opportunity to sell their shares immediately on the market.

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