Worth reading
53Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Improvement
Direction inferred from the company’s description.Scale
72458088000
Korean won (approximately ¥8.7 billion)Wording
Definitive
How definitive the wording is.This transaction
Tender offerDisclosing companyFoster Electric Company,Limited
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Manufacture and sale of audio equipment, including automotive speakers, speakers for home TVs, other speakers and speaker-related components
Location Yangsan, Gyeongsangnam-do, South KoreaShare capital KRW 5,455,000,000Date of incorporation 16 September 1999
Consideration and expenses
Acquisition priceApproximately KRW 72,458,088,000 (approximately ¥8.7 billion; exchange rate: ¥0.12 per won)
Type of ConsiderationCash
Tender offer priceKRW 24,000 per common share
Minimum number of shares to be purchasedNo minimum has been set; even if the number of shares tendered is below the planned purchase amount, all tendered shares of the target company will be purchased.
Tender offer period11 November 2026 to 11 December 2026 (31 days)
Procedures and assumptions
Valuation methodologyA comprehensive assessment of factors including the target company's market share price, premium levels in similar past tender offers, analysis of the principal trading price range over the past year and future cash flows
Conditions Precedent to ExecutionConducted in accordance with South Korea's Capital Markets and Financial Investment Business Act and other relevant laws and regulations. Specific conditions, including required permits and approvals at a general meeting of shareholders, are not disclosed.
| Item | Details |
|---|---|
| Transaction name | Tender offer |
| Name of the Subject Company | ESTec Corporation |
| Business Description of the Subject Company | Manufacture and sale of audio equipment, including automotive speakers, speakers for home TVs, other speakers and speaker-related components |
| Location of the Subject Company | Yangsan, Gyeongsangnam-do, South Korea |
| Capital Stock of the Subject Company | KRW 5,455,000,000 |
| Date of Establishment of the Subject Company | 16 September 1999 |
| Acquisition price | Approximately KRW 72,458,088,000 (approximately ¥8.7 billion; exchange rate: ¥0.12 per won) |
| Type of Consideration | Cash |
| Tender offer price | KRW 24,000 per common share |
| Minimum number of shares to be purchased | No minimum has been set; even if the number of shares tendered is below the planned purchase amount, all tendered shares of the target company will be purchased. |
| Tender offer period | 11 November 2026 to 11 December 2026 (31 days) |
| Number of shares acquired | 3,019,087 shares and 3,019,087 voting rights |
| Voting rights ownership percentage | Before The Company: 49.41%; tender offeror: 0.00% → after The Company and tender offeror combined: 100.00% (tender offeror alone: 27.67%) |
| Date of board resolution | 10 November 2026 |
| Execution Date / Effective Date | 15 December 2026 (settlement date). The target company's delisting and conversion into a wholly owned subsidiary are expected to proceed after the tender offer ends. |
| Valuation methodology | A comprehensive assessment of factors including the target company's market share price, premium levels in similar past tender offers, analysis of the principal trading price range over the past year and future cash flows |
| Conditions Precedent to Execution | Conducted in accordance with South Korea's Capital Markets and Financial Investment Business Act and other relevant laws and regulations. Specific conditions, including required permits and approvals at a general meeting of shareholders, are not disclosed. |
Items this document does not state (15)
Counterparty nameNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Impact on Business PerformanceContract DateIndependent valuation institutionSpecial CommitteeManagement structure after acquisition
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Amid technological innovation and intensifying competition in the automotive industry, including the shift to xEVs and SDVs, the two companies aim to integrate their management resources fully, remove the constraints associated with a parent-subsidiary listing structure, accelerate decision-making and maximize potential synergies.
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