The Century Co., Ltd. Merger with Wooyang Fishery Drives Controlling Shareholder Stake to 91%, Diluting Minority to 8.8%
The Century Co., Ltd. has decided to merge with its unlisted parent company Wooyang Fishery through absorption. The merger ratio is 1:1,306.4048276, resulting in the issuance of approximately 25.2 million new shares.
After the merger, the controlling shareholder and its related parties' stake will surge from 53.95% to 91.18%, while minority shareholders' interest will drop from 46.05% to 8.82%, representing a severe dilution of minority value.
The merger aims to restructure the business toward hotel and leisure and improve financial health. Post-merger, total assets are expected to increase from approximately 49.3 billion KRW to 203.5 billion KRW, and the debt ratio to decline from 100.8% to 41.9%. While the merger price complies with regulations and external evaluation, the related-party nature and sharp increase in controlling shareholder stake raise fairness concerns.
[AI Summary]The Century's absorption of Wooyang Fishery boosts the controlling shareholder's ownership to 91% while slashing minority stake to 8.8%. Although the merger promises financial improvements and business transformation, minority shareholders face unavoidable equity dilution and may need to exercise appraisal rights. The merger ratio falls within the external valuation range, reducing legal risk, but the conflict of interest is pronounced.
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[Correction of Description] Report On Major Matters (Decision On Company Merger)