On September 21 of 2001, our Board of Directors formally approved the Company’s plan to merge with SK Shinsegi Telecomm(STI). The board approved the use of small-scale merger* as the process to be used for
the merger. This allows the Company to execute the merger with the board’s approval only.
By simplifying the merger process, the Company will be able to shorten the required time for the merger completion, thereby allowing SK Telecom(SKT) to realize merger synergies earlier than projected.
Furthermore, the small-scale merger will help the Company to effectively avoid the disruption of its business operation from drawn out merger schedule.
Our plan is to complete the merger by January of 2002.
For every STI share, 0.05696 shares of SKT will be allocated. SKT’s exchange price was determined, based on whichever is the lower between the previous closing price and an averaged price over a period.
As for the STI’s price, it was determined by calculating the intrinsic value which is the weighted average of(i) its book value per share and (ii) a combination of 2001 and 2002 EPS. The merger ratio was objectively and thoroughly determined by an outside accounting firm(Samil-PriceWaterhouseCoopers)in accordance with the Korean Securities Exchange Law.
Since the Company intends to use its treasury shares to facilitate the merger, the shares issued to STI shareholders would have stock cancellation effect. In fact, stock cancellation effect will not only
come from non-issuance of new shares to STI shareholders but also from non-issuance of new shares for SKT’s current holding in STI. With the current stake(70.4%) in STI by SKT, the number of shares used will be 2,697,758. The current number of treasury stocks in SKT is 3,639,736.
*Note: The small-scale merger was introduced by the Korean government in 1999 to encourage corporate restructuring, simplifying hurdles of merger on condition that the merger has negligible impact on the
merging company’s shareholders. The conditions for the small-scale merger are that the amount of money delivered to the merged company should be less than 2% of the merging company’s net asset and the merger should entail a new share issue of less than 5% of outstanding shares for the merging company.
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