Tongyang Life Stock Exchange Finalized for Wholly-Owned Subsidiary Status (Buyback Price 8,505 Won)
Signed a comprehensive stock exchange agreement with parent company Woori Financial Group (75.34% stake), making Tongyang Life a wholly-owned subsidiary and potentially merging with ABL Life thereafter
Buyback price set at 8,505 won per share (arithmetic average of weighted arithmetic averages from recent 2 months, 1 month, and 1 week)
Special committee (3 outside directors + 1 external expert) established and operated, confirming fairness of exchange ratio and process
After stock exchange completion, Tongyang Life expected to be delisted from KOSPI
Shareholders opposing the exchange may exercise appraisal rights, subject to capital gains tax and securities transaction tax (0.35%)
Contract termination conditions: objection from 20% or more of Woori Financial Group shares, material adverse changes in assets/liabilities/operations, failure to obtain regulatory approvals, or buyback amount exceeding a cap
Requires SEC filing (Form F-4) in the U.S.; schedule subject to change
KOSPI Filing Information
Filing: [Correction of Description] Report on Major Matters (Decision on Stock Exchange and Transfer)