Acquisition of Both Major and Minority Shareholder Stakes at the Same Price
International private equity fund (PEF) manager Bain Capital is set to acquire Eco Marketing, a KOSDAQ-listed advertising company. The plan is to delist the company after purchasing not only the management stake held by the largest shareholders, but also the shares held by general shareholders at the same price through a public tender offer.
On January 2, Bain Capital announced that it would acquire a 43.6% management stake in Eco Marketing from CEO Kim Chulwoong and other major shareholders through its special purpose company (SPC), BCP Avid Co. 1, and will also launch a public tender offer for the remaining 17,497,530 common shares (56.4%).
The public tender offer price is set at 16,000 won per share, the same as the price for the management stake. This represents a 49.5% premium over the previous trading day's closing price of 10,700 won, and is also the highest price since 2023. Bain Capital intends to purchase all shares tendered in the offer. The purpose is to ensure that both the largest and minority shareholders benefit from the same management premium. This decision also aligns with the mandatory public tender offer system under the Capital Markets Act being promoted by the government.
The public tender offer period runs from today until January 21, with NH Investment & Securities acting as the lead manager. Shareholders can subscribe by visiting NH Investment & Securities branches or online during this period.
At Bain Capital's request, CEO Kim will remain with the company as either CEO or advisor for one year after the transaction is completed.
Eco Marketing is an online advertising agency that has also invested in and nurtured competitive companies, as well as recovered its investments. In 2017, it acquired Daily & Co., successfully launching the massage device 'Clock' and premium mattress 'Monje.' In June 2016, it also acquired the sportswear brand Andar, holding a 56.93% stake.
Bain Capital stated, "The public tender offer price reflects a high premium of 50% over the previous trading day. Since minority shareholders will enjoy the same premium as the largest shareholder, we expect to secure a significant stake in Eco Marketing through this public tender offer."
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