SeAH Holdings to Make SeAH Special Steel a Wholly Owned Subsidiary...Moves to Simplify Governance Structure

Stock Swap Ratio Set at 1 to 0.1349
Expansion of Circulating Shares and Enhanced Management Transparency Expected

SeAH Holdings will fully integrate its subsidiary, SeAH Special Steel, through a comprehensive stock swap. This measure is aimed at simplifying the group’s governance structure, improving management efficiency, and enhancing corporate value.

On October 30, both SeAH Holdings and SeAH Special Steel held board meetings and approved the signing of the comprehensive stock swap agreement. Currently, SeAH Holdings owns 69.9% of SeAH Special Steel’s shares. Under this agreement, SeAH Holdings will issue 318,048 new shares corresponding to the remaining stake (approximately 27.5%), excluding treasury shares, and deliver them to SeAH Special Steel shareholders. The exchange ratio has been set at 0.1348985 shares of SeAH Special Steel per 1 share of SeAH Holdings.

SeAH Special Steel plans to hold a shareholders’ meeting on November 18 to approve this agenda item. Shareholders who oppose the exchange will be able to exercise their appraisal rights. The stock swap between the two companies is expected to be completed by the end of January next year, with the new SeAH Holdings shares targeted for listing in February. Once all procedures are finalized, SeAH Special Steel will become a wholly owned subsidiary of SeAH Holdings and will be delisted.

Through this stock swap, SeAH Holdings will resolve the dual-listing structure and increase the number of shares in circulation through the issuance of new shares, thereby expecting to boost trading activity and enhance shareholder value. In addition, by making SeAH Special Steel a wholly owned subsidiary, the decision-making structure will be unified, leading to improved transparency and efficiency. Strategic resource allocation and long-term portfolio planning at the group level are also expected to become easier.

SeAH Special Steel’s main businesses, such as wire rods, bars, and rack bars, have faced challenges due to the economic slowdown, increased cost burdens, and intensifying competition. However, after the unification of the governance structure, investment in facilities and research and development (R&D) is expected to expand under a more stable management environment, enabling faster decision-making. As a result, the company will be able to focus on its core businesses, establish a foundation for sustainable growth, and reduce the regulatory and management cost burden associated with being a listed company. From a shareholder perspective, holding shares in SeAH Holdings will allow them to share in the overall growth and long-term value enhancement of the group.

On this day, SeAH Holdings also disclosed the status of its corporate value enhancement plan. The company announced its intention to continuously pursue fair valuation and shareholder value enhancement through measures such as ▲ strengthening the competitiveness of its core steel business and securing new growth engines ▲ maintaining its dividend policy and strengthening shareholder returns, including share buybacks and cancellations (up to 50 billion won) ▲ resolving the dual-listing structure and increasing the number of shares in circulation.

A SeAH Holdings representative stated, “This stock swap will resolve the dual-listing issue, which has been a key factor in the company’s undervaluation, and serve as an opportunity to enhance shareholder value through stronger shareholder return policies. By making SeAH Special Steel a wholly owned subsidiary, we will improve management efficiency and transparency, and raise the corporate value of both companies together.”

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