This article was published on March 14, 2025, at 2:43 p.m. on the ChosunBiz MoneyMove site.
T’way Air has decided that if it does not receive approval from the Fair Trade Commission for the business combination by the end of this month, the nine director candidates from YeaRimDang will enter the board. Conversely, if the Fair Trade Commission approves by then, the nine candidates from Daemyung Sonoh Group will be appointed immediately. However, since 90% of the sale price has already been paid, it is highly unlikely that YeaRimDang will reverse its decision to sell, even if the Fair Trade Commission delays its approval.
According to investment banking (IB) industry sources on the 14th, T’way Air will hold a regular shareholders' meeting on the 31st to vote on these matters. The regular shareholders' meeting, payment in full for equity in Tway Holdings, registration, and transfer of shareholder names will all be completed on that day.
In order for both sides to complete the transfer of management rights and fill the board with candidates from Daemyung Sono, they must receive the business combination approval from the Fair Trade Commission by that day. This is because Article 11, Section 8 of the Monopoly Regulation and Fair Trade Act stipulates that "no person shall engage in acts of stock ownership, merger registration, execution of business transfer contracts, or stock acquisition until notified of the Fair Trade Commission's review results."
Accordingly, YeaRimDang and Daemyung Sono have reportedly decided to each recommend nine director candidates and wait for the results until that afternoon. If the business combination approval is granted before then, the nine candidates from Daemyung Sono, including Chairman Seo Jun-hyuk of Sono International, will enter the board, and if the approval is delayed, the nine candidates from YeaRimDang will be appointed in the meantime. The nine from YeaRimDang are expected to resign as soon as the Fair Trade Commission approves the business combination.
Currently, there are a total of two business combinations awaiting approval from the Fair Trade Commission. Given that Daemyung Sono plans to acquire the intermediate holding company Tway Holdings, it must receive approval for both "Tway Holdings-Sono International" and "T’way Air-Sono International".
If management rights are smoothly transferred with approval from the Fair Trade Commission by the 31st, it is reported that Lee Sang-yun, the head of the aviation business TF at Sono International, is likely to be appointed as the new CEO. Chairman Seo Jun-hyuk is expected to be appointed as a non-executive director.
An industry insider noted, "As of the 10th, the interim payment has been completed, and 2.25 billion won of the total sale price of 2.5 billion won has been paid. No matter when the Fair Trade Commission's decision comes out, the possibility of one side reversing its decision is effectively zero."