Tender offers aimed at delisting are increasing, but the share that closes successfully is falling. After revisions to the Commercial Act strengthened minority shareholder rights, the decision-making process has become more demanding, and second and third tender offers are becoming more common.
According to the financial investment industry on the 27th, global private equity firm EQT acquired an additional 1,213,466 common shares through a second tender offer for Douzone Bizon conducted from March 27 to April 22. Excluding treasury shares, EQT secured a 94.0% stake including preferred shares, putting the company on track for delisting.
Other companies have also struggled to complete tender offers this year. Roswell carried out two rounds of a delisting tender offer but failed to reach its target stake. Eco Marketing extended its bid to a third round after participation remained insufficient following a second offer.
E-Mart secured 66.45% in the first tender offer for Shinsegae Food, but its push for a comprehensive share swap merger was slowed after the Financial Supervisory Service issued two correction orders. Taken together, the industry has seen virtually no cases this year in which a delisting tender offer succeeded in a single round.
Data from the Financial Supervisory Service’s electronic disclosure system show the annual number of tender offers, based on tender offer filings, rose from 10 in 2010 to a record 26 in 2024, then 21 in 2025. Of 12 tender offers involving KOSPI- and KOSDAQ-listed companies this year, nine were aimed at delisting.
Even as demand for delisting grows, completing these deals is becoming harder. Companies have stronger incentives to delist to reduce disclosure and internal control burdens and to gain greater management flexibility.
But after the rule changes, price reviews by special committees and the collection of minority shareholder views have effectively become required steps, adding complexity. Eco Marketing and Douzone Bizon said special committees led by outside directors reviewed the fairness of the tender offer price and minority shareholder protections and issued favorable opinions, reflecting the Justice Ministry’s “Guidelines on Directors’ Codes of Conduct” distributed in February.
At the same time, shareholders’ expectations have risen, widening the standoff over delisting bids. With more activist investors and stronger demands for shareholder returns, more investors are refusing to tender when they judge the offer price to be low relative to corporate value.
The industry expects the trend to continue. “In the past, tender offers were relatively easy to complete if a certain level of premium was offered, but recently minority shareholders have increasingly judged prices by factoring in corporate value and even a control premium,” a financial investment industry official said. “Tender offers aimed at delisting will likely keep increasing, but the share that actually closes could remain limited.”
* This article has been translated by AI.
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