Business Context and Reporting Period
This Form 6-K filing by Woori Financial Group Inc. (Woori Financial Group) reports a material event regarding a stock exchange resolution approved by the Board of Directors on May 26, 2023. The transaction involves the integration of Woori Venture Partners Co., Ltd. (Woori Venture Partners), a subsidiary focused on start-up investments, into Woori Financial Group as a wholly-owned subsidiary via a small-scale stock exchange.
Key Financial Metrics
The filing provides summary financial information for Woori Venture Partners as of March 31, 2023, but does not provide consolidated revenue, profit, or cash flow metrics for Woori Financial Group for the reporting period.
| Woori Venture Partners (as of March 31, 2023) | Amount (KRW) |
|---|---|
| Total Assets | 314,215,953,347 |
| Total Liabilities | 29,080,257,370 |
| Total Equity | 285,135,695,977 |
| Capital Stock | 50,000,000,000 |
Stock Exchange Details:
- Exchange Ratio: 1 share of Woori Financial Group for 0.2234440 shares of Woori Venture Partners.
- Exchange Prices (Arithmetic Mean): Woori Financial Group at KRW 11,892; Woori Venture Partners at KRW 2,657.
- New Shares to be Issued: 9,933,246 common shares of Woori Financial Group.
- Current Ownership: Woori Financial Group currently holds 52% of Woori Venture Partners.
Material Changes and Transaction Structure
The primary material change is the planned acquisition of the remaining 48% of Woori Venture Partners to make it a wholly-owned subsidiary. This follows a separate agreement signed on May 26, 2023, for Woori Financial Group to purchase 3,544,803 treasury shares held by Woori Venture Partners, expected to consummate on May 30, 2023. Upon completion, Woori Venture Partners is expected to be de-listed from the stock exchange.
Outlook, Risks, and Contingencies
Purpose and Outlook: Management states the transaction aims to enhance corporate value by improving management efficiency and creating business synergy and unity between the parent company and the venture arm.
Key Risks and Contingencies:
- Approval Requirements: The transaction requires approval from the Woori Financial Group Board (expected July 21, 2023) and an extraordinary shareholders' meeting of Woori Venture Partners. Woori Financial Group shareholders do not have appraisal rights under the small-scale stock exchange procedures.
- Termination Triggers: The agreement may be terminated if shareholders owning more than 20% of Woori Financial Group oppose the plan, if a material change in assets or operations occurs, or if legal violations arise.
- Tax Implications: Woori Venture Partners shareholders will be subject to capital gains taxes and a 0.35% securities transaction tax.
- Fractional Shares: Shareholders receiving fractional shares will be paid in cash based on the closing share price on the listing date.
Investor Verification Checklist
- Confirm the final approval of the stock exchange by the Woori Financial Group Board and Woori Venture Partners shareholders.
- Verify the effective date of the stock exchange (currently expected August 8, 2023) and the subsequent de-listing of Woori Venture Partners.
- Monitor the issuance of 9,933,246 new shares and the potential dilution impact on existing shareholders.
- Review the final settlement of the treasury stock purchase (3,544,803 shares) expected on May 30, 2023.
- Assess the impact of the integration on Woori Financial Group's non-banking business portfolio and management efficiency.