Affirma Capital, a domestic private equity fund (PEF) manager, is beginning a cash-settled share swap procedure for the voluntary delisting of cosmetics original design manufacturing (ODM) company NOWCOS. The plan is to raise its equity stake through a tender offer and on-exchange purchases, then buy the remaining minority shareholders' equity for cash to complete the delisting.
According to the Financial Supervisory Service's electronic disclosure system on the 17th, Asterion Holdings, a special purpose company (SPC) established by Affirma Capital, will conduct a cash-settled share swap targeting NOWCOS minority shareholders. The consideration is 8,300 won per share, the same as the earlier tender offer price. An Affirma Capital representative said it is "to provide the same economic benefit as to the shareholders who subscribed to the tender offer." The appraisal-rights exercise period runs from Apr. 15 to May 6.
Earlier, Affirma Capital raised its equity stake in NOWCOS to 95.02% from 69.78% through a tender offer. It then also bought shares on the market at 8,300 won, the same as the tender offer price, expanding its stake to 97.21% as of the previous day. Affirma Capital plans to complete the voluntary delisting process after securing the remaining minority shareholders' equity through this cash-settled share swap.
The tender offer is being assessed as having wrapped up relatively successfully. Immediately after the offer, the equity stake topped 95%, effectively meeting the conditions for delisting. Samsung Securities is overseeing the tender offer, the share swap, and other related procedures.
NOWCOS, a cosmetics ODM corporations founded in 2000, listed on the KONEX market in 2020. It has a business structure centered on basic skincare products. As of 2024, 75.7% of revenue came from basic skincare. Major clients include LG H&H, CEPO Lab, and WAKEMAKE.
Affirma Capital is reportedly considering selling NOWCOS together with Hwasung Cosmetics, a portfolio corporations, after the delisting. Since the acquisition of NOWCOS was initially carried out as part of a bolt-on strategy with Hwasung Cosmetics, a scenario is being discussed in which the two companies are bundled into an integrated business portfolio for sale.