Tender Offer at Same Price as Management Control Stake
Record-High 12,500 Won Per Share
All Tendered Shares to Be Purchased...Delisting to Proceed
Domestic private equity (PE) firm VIG Partners is acquiring management control of BiOL, a KOSDAQ-listed medical aesthetic device company, and will launch a tender offer to take the company private.
On June 18, VIG Partners announced that it had established a special purpose company (SPC) called Vienna Investment Purpose Company, through which it will acquire the controlling stake in BiOL held by the major shareholder DMS, and will also pursue a tender offer for the remaining shares. In the future, global healthcare investment firm LYFE Capital and Daishin Private Equity are expected to invest as financial investors (FIs) in the SPC's parent company.
The tender offer price is set at 12,500 won per share, the same as the price for the controlling stake acquisition. This means that minority shareholders will also receive the same control premium. This approach aligns with the current government's emphasis on protecting the rights of minority shareholders. The price was calculated by applying premiums of 19%, 40%, and 46% to the average closing prices (volume-weighted average price) over the 1-month, 3-month, and 6-month periods immediately preceding the tender offer, respectively. This is the highest price since BiOL was listed on the KOSDAQ market on December 3, 2019.
After the tender offer is completed, the SPC plans to proceed with a comprehensive share exchange involving cash settlement shares. In a comprehensive share exchange with cash settlement, shareholders of the company becoming a wholly owned subsidiary transfer their shares in full to the parent company and receive cash in return?a type of corporate restructuring. This method is explicitly stipulated in the Commercial Act and can be carried out either by special resolution at a general shareholders’ meeting or by board resolution, depending on the parent company's shareholding ratio in the subsidiary.
To this end, DMS will contribute its remaining stake of approximately 28% to the SPC in kind at the same price as the tender offer, after selling 7% of its shares. Following this, DMS will become the second-largest shareholder of the SPC and will participate in management. Recently, several medical aesthetic device companies such as Lutronic and Jcismedical have been successfully taken private by private equity funds through tender offers, followed by comprehensive share exchanges with cash settlement to convert them into wholly owned subsidiaries and delist them.
VIG Partners stated that it will purchase all shares tendered, provided that at least 21% of shares are tendered. The tender offer period runs from June 18 to July 7. BiOL shareholders wishing to participate in the tender offer must visit an NH Investment & Securities branch or apply online (via the NH Investment & Securities website, HTS, or MTS) by the closing date of July 7.
This investment marks the second investment from the VIG Fund V, following last year’s investment in Biofuel Holdings, a supplier of raw materials for eco-friendly biofuels.
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