Dongyang Life Insurance has resolved the last uncertainty surrounding its complete integration into Woori Financial Group. Despite conflicts arising from minority shareholders regarding the stock exchange ratio and buyout price, the Financial Supervisory Service (FSS) has recognized the validity of the amended securities registration statement, allowing the stock exchange process to proceed as scheduled next month.
According to the FSS electronic disclosure system on July 16, the amended securities registration statement related to the comprehensive stock exchange submitted by Woori Financial Holdings on July 6 has taken effect. The FSS did not request any further amendments, resulting in the statement becoming effective just ten days after its resubmission.
Previously, on June 26, the FSS had required Woori Financial to submit an amended registration statement, citing omissions or unclear information in the initial filing. Consequently, the effectiveness of the original statement was suspended, prompting Woori Financial to supplement the relevant details and resubmit on July 6.
During the amendment process, the fairness of the exchange conditions raised by minority shareholders became a central issue. Shareholders argued that the exchange ratio of 0.2521056 shares of Woori Financial for each share of Dongyang Life did not adequately reflect the company's value. They contended that the exchange price applied to general shareholders was lower than the price for major shareholders, and the impact of Woori Financial's share buyback was not considered in the exchange ratio calculation.
Woori Financial maintained that the stock exchange ratio was determined in accordance with relevant laws and was deemed appropriate by external accounting firms. However, in response to minority shareholder concerns, the buyout price was increased from 8,505 won to 9,356 won, reflecting a nearly 10% rise in the amended securities registration statement.
During the review of the amended registration statement, the FSS examined whether sufficient explanations were provided regarding the basis for the exchange ratio and the revised buyout price, as raised in meetings with minority shareholders.
Dongyang Life is set to hold an extraordinary general meeting on July 24 to vote on the comprehensive stock exchange proposal. Woori Financial, which has opted for a small-scale stock exchange method, plans to approve the related agenda at a board meeting on the same day.
The period for Dongyang Life shareholders to exercise their buyout rights will be from July 24 to August 3. The stock exchange is scheduled for August 11, and once completed, Dongyang Life will become a wholly-owned subsidiary of Woori Financial. Following this, Woori Financial will proceed with the issuance of new shares and the delisting process for Dongyang Life.
* This article has been translated by AI.
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