This article was published on Feb. 25, 2025, at 3:05 p.m. on the ChosunBiz MoneyMove website.
Negotiations between YeaRimDang, the largest shareholder of T'way Air, and Daemyung Sono Group, the second-largest shareholder, are nearing completion for the sale of management rights. Both parties have reached a consensus on whether to sell Tway Holdings or T'way Air and are reported to be planning to conclude a contract soon.
Both sides are said to be discussing when to determine the timing of the acquisition of Daemyung Sono's management rights. Daemyung Sono plans to complete the acquisition of management rights by the end of March before the regular shareholders' meeting. This is to ensure they can structure the board as desired at the upcoming regular shareholders' meeting. However, there are expectations that obtaining business combination approval from the Fair Trade Commission may not be easy due to the timeline.
According to investment banking (IB) industry sources on the 25th, YeaRimDang, the largest shareholder of T'way Air, and Daemyung Sono have reached a broad consensus on the structure of the sale of management rights. Initially, there was little difference in the 'price' each side had in mind, but it is reported that there were disagreements on which company's shares to sell.
Daemyung Sono is in a position where it wants to wrap up negotiations as soon as possible. This is because the timing of the completion of the acquisition is very important. The regular shareholders' meeting of T'way Air is scheduled to be held on March 31. Daemyung Sono wishes to complete the acquisition process by then.
The issue is whether the Fair Trade Commission can issue its approval for the business combination before the regular shareholders' meeting on March 31. Since Daemyung Sono is already the second-largest shareholder of Air Premia, it must obtain approval from the Fair Trade Commission to acquire T'way Air.
Under the Fair Trade Act, general corporations must complete their business combination notification within 30 days after the combination occurs, but corporations with total assets or sales of more than 2 trillion won must file a prior notification before completing business combination acts such as payment of acquisition funds or merger registration. The total consolidated assets of Sono International, Daemyung Sono Group's holding company, were 3.6 trillion won as of the end of 2023.
From Daemyung Sono's perspective, they need to quickly finalize the acquisition of T'way Air to gain business combination approval from the Fair Trade Commission and complete the share name transfer before entering the board at the regular shareholders' meeting.
An aviation industry official noted, 'Since Air Premia has a limited number of aircraft (6), the review by the Fair Trade Commission is unlikely to take long.'
On the other hand, YeaRimDang is reported to be in a position that it will not be easy to obtain the Fair Trade Commission's approval by the end of March, suggesting that the sale of management rights should not be rushed and the contract details should be examined more carefully.
However, even if the Fair Trade Commission's approval does not come out quickly, it does not mean that Daemyung Sono's director candidates will be unable to enter the board at the regular shareholders' meeting. An IB industry official stated, 'If negotiations with YeaRimDang go well and Vice Chairman Na Seong-hoon and other YeaRimDang personnel resign, there won't be any issues with the appointment of Daemyung Sono's candidates as directors.'