Zico, Absorption Merger with Vexel Co., Ltd.

[Asia Economy Reporter Junho Hwang] Zico Co., Ltd., an automobile parts manufacturer, announced on the 30th that it has decided to absorb and merge Vexel Co., Ltd., a primary battery and accumulator manufacturer. Zico stated that this decision was made to maximize merger synergy, strengthen competitiveness, and improve management efficiency.

The merger ratio between Zico Co., Ltd. and Vexel Co., Ltd. is 1 to 76.2573147. The per-share valuation used as the basis for the merger ratio is estimated at 438 KRW (par value 500 KRW) for the surviving company and 33,432 KRW (par value 5,000 KRW) for the absorbed company.

Both companies are affiliates belonging to the SM business group under the Monopoly Regulation and Fair Trade Act. As of the date of the disclosure documents, the largest shareholder of the surviving company, Zico Co., Ltd., is Samra Midas Co., Ltd., holding 72.06% of shares (common stock basis). The largest shareholder of the absorbed company, Vexel Co., Ltd., is SM Highplus Co., Ltd., holding 100% of shares (common stock basis).

Zico explained, "The largest shareholders of the surviving company, Zico Co., Ltd., will be Samra Midas Co., Ltd. and one other person, expected to hold 83.55% of the total issued shares (common stock basis), so there will be no substantial change in management control."