Woori Financial Group plans to file a revised securities registration statement by early next month for a stock exchange with Tongyang Life Insurance. Woori Financial is pursuing full subsidiary inclusion by exchanging shares with Tongyang Life Insurance. Woori Financial submitted a securities registration statement to the Financial Supervisory Service last month but was told to revise it.
Woori Financial appears to be speeding up the filing to keep its plan to finalize the subsidiary inclusion through a board meeting at the end of next month. However, with retail shareholders of Tongyang Life Insurance continuing to push back over the exchange ratio, growing pains are expected to persist in the process of making it a wholly owned subsidiary.
According to the financial industry on the 26th, Woori Financial plans to revise and submit a securities registration statement early next month for a stock exchange with Tongyang Life Insurance. Woori Financial received a request from the Financial Supervisory Service on the 26th of last month to file a revised statement. A listed company that receives a correction order must resubmit the statement within three months.
When Woori Financial filed the securities registration statement with the Financial Supervisory Service on the 14th of last month, it set a plan to complete the stock exchange after a Woori Financial board meeting on July 24 and an extraordinary shareholders meeting at Tongyang Life Insurance on Aug. 11.
The Financial Supervisory Service took issue with Samil Accounting Corp. alone calculating the exchange ratios for both Woori Financial and Tongyang Life Insurance. The Commercial Act amendment guidelines say multiple advisory firms must be appointed when proceeding with a merger between affiliates. In response, Woori Financial additionally appointed Deloitte Anjin to reexamine the exchange ratio and plans to include the related details in the revised statement.
In addition, it is expected to include details of two briefings held between May and June this year to persuade retail shareholders of Tongyang Life Insurance. At a briefing held this month, Woori Financial promised retail shareholders of Tongyang Life Insurance that it would enhance corporate value through share repurchases and cancellations and expand dividends.
Even as Woori Financial accelerates the filing of the revised statement, backlash from retail shareholders of Tongyang Life Insurance has not subsided since the recent briefing. They argue that both Woori Financial and Tongyang Life Insurance should undergo detailed corporate value assessments by accounting firms.
They also voice dissatisfaction that the acquisition price offered to retail shareholders is too low compared with the controlling shareholder acquisition price (10,562 won) at Woori Financial. Woori Financial says it assessed value under the Financial Investment Services and Capital Markets Act. Retail shareholders of Tongyang Life Insurance are continuing to file complaints with the Financial Supervisory Service while reviewing legal action and whether to hold rallies.
Woori Financial disclosed that its board on Apr. 24 decided on a comprehensive exchange of shares with Tongyang Life Insurance. Woori Financial currently holds 75.34% of Tongyang Life Insurance. The stock exchange ratio is 0.2521056 share of Woori Financial Group common stock per 1 share of Tongyang Life Insurance, and the exchange values are set at 34,589 won for Woori Financial and 8,720 won for Tongyang Life Insurance. A Woori Financial official said, "We aim to proceed with the stock exchange as originally planned."