Bain Capital Completes Second Tender Offer for EcoMarketing, Secures 91% Stake

Steps Toward Delisting

Global private equity firm Bain Capital has completed its second tender offer for EcoMarketing, a KOSDAQ-listed online advertising agency, which was conducted from January 26 to February 25, 2026.

According to the tender offer result report disclosed on the Financial Supervisory Service's Electronic Disclosure System on February 28, Bain Capital acquired an additional 2,725,752 common shares of EcoMarketing through the second tender offer.

When combining the shares Bain Capital agreed to acquire from Kim Chulwoong, the largest shareholder of EcoMarketing, the shares acquired through the first tender offer, and the shares held by the employee stock ownership association under a joint voting agreement, Bain Capital's stake in EcoMarketing now stands at approximately 91%.

Having secured about 91% ownership through the two rounds of tender offers, Bain Capital is expected to proceed with delisting EcoMarketing by utilizing mechanisms such as a comprehensive share exchange.

Previously, when announcing the tender offer, Bain Capital stated that if it secured a sufficient level of shareholding, it would promptly take actions for delisting in accordance with relevant laws. In fact, in recent years, many cases involving private equity funds have seen delisting completed through a comprehensive share exchange after securing approximately 90% of the voting shares via tender offers.

A comprehensive share exchange is a procedure under Article 360-2 of the Korean Commercial Act, whereby, following a special resolution at a general shareholders' meeting, the shares of minority shareholders are exchanged for shares in the company that becomes the wholly owning parent company. It is also possible to pay cash in lieu of parent company shares through a cash settlement-type share exchange.

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