18 asset managers urge Korea to rethink mandatory tender offer bill

  • 18 asset managers urged South Korea’s National Assembly to reconsider the mandatory tender offer bill.
  • 87 trillion won is managed collectively by the participating firms, equivalent to about $64.06 billion.
  • The firms called for postponing the Oct. 1 plenary vote and opening public deliberation.

Eighteen domestic and foreign asset managers, including Life Asset Management, Align Partners Asset Management and Timefolio Asset Management, are urging South Korea’s National Assembly to postpone its Oct. 1 plenary vote on a mandatory tender offer system (required buyout offer for shareholders). The firms, which collectively manage 87 trillion won, or about $64.06 billion, support the system in principle but oppose a bill from the National Assembly’s Political Affairs Committee that would let an acquirer buy a controlling shareholder’s stake first and then offer to purchase only enough shares from ordinary shareholders to reach 50% plus one share. In a company with a 40% controlling stake, ordinary shareholders would collectively receive an offer for about 10% of the remaining 60%, meaning each could sell only one-sixth of their holdings if all tendered. The managers say the structure could eliminate ordinary-shareholder tender offers when the controlling shareholder already holds a majority and would institutionalize unequal treatment. They point to Korea’s 1997 rules, Japan’s threshold-based tender offers, and the United Kingdom and Hong Kong’s requirement to offer for all remaining shares as alternative precedents. They propose proportional tender offers, under which all shareholders participate at the same price and receive equal pro-rata treatment if demand exceeds the available allocation. The firms are calling for open deliberation with experts and stakeholders, saying institutional investors acting as fiduciaries need effective legal tools to protect clients’ rights.

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