Bain Capital Secures 91% Stake in Ecomarketing, Launches Third Public Tender Offer

Aiming to Secure 95% Stake Required for Delisting

Private equity fund (PEF) manager Bain Capital, having secured a 91% stake in KOSDAQ-listed company Ecomarketing, is launching a third public tender offer.

Bain Capital announced on the 3rd that it will conduct the third public tender offer for Ecomarketing shares until the 31st of this month. Through this third tender offer, the company appears to be aiming to secure a 95% stake, which is the requirement for voluntary delisting.

However, even if it does not reach 95%, the company can still proceed with the delisting by utilizing the comprehensive stock swap system or similar mechanisms. A comprehensive stock swap is a system in which a parent company and its subsidiary exchange shares to unify their ownership structure. Typically, the parent company acquires shares of the subsidiary in exchange for newly issued shares of the parent company. It is also possible to conduct a cash-settled stock swap, in which cash is paid instead of parent company shares. Since this is a matter that requires a special resolution at the shareholders' meeting with at least two-thirds of voting rights in favor, it can be executed by securing just a 67% stake.

If the delisting process is carried out through a comprehensive swap of shares in the future, it is expected to take more than two months for minority shareholders to exchange their Ecomarketing shares for either parent company shares or cash consideration.

Previously, Bain Capital acquired an additional 2,725,752 common shares of Ecomarketing through the second public tender offer, which was conducted from January 26 to February 25. When combined with the 43.66% stake to be acquired from Kim Cheolwoong, the founder and largest shareholder of Ecomarketing, as well as the shares obtained through the first and second public tender offers and the shares held by the employee stock ownership association under the joint voting agreement, Bain Capital's total stake amounts to 91%.

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