Tongyang Life Insurance to Proceed with Comprehensive Share Exchange with Woori Financial, Will Not Exercise Cancellation Right

Share Exchange on August 11, New Shares to Be Listed on August 31
"Sufficient Liquidity Maintained After Payment of Buyback Amount"

Tongyang Life Insurance, an affiliate of Woori Financial Group, will proceed with its share exchange process as originally scheduled.

Dongyang Life Insurance Headquarters in Jongno-gu, Seoul. Dongyang Life Insurance

On August 4, Tongyang Life Insurance announced that its board of directors had approved proceeding with the comprehensive share exchange agreement with Woori Financial Group, without exercising the contractual right of cancellation.

When the two companies signed the comprehensive share exchange agreement in April, they included a condition allowing either party to terminate the contract if the total payment for shares purchased through the appraisal rights exceeded 200 billion won.

In the end, the buyback amount resulting from the exercise of appraisal rights was approximately 204.57487 billion won, slightly surpassing the threshold. However, after a comprehensive review considering the protection of minority shareholder interests and transaction stability, the companies decided not to exercise the cancellation right.

If the share exchange were halted, it could result in unexpected confusion for shareholders who anticipated receiving the buyback payment, and market uncertainty could increase due to changes in the transaction schedule.

Additionally, the buyback price for the appraisal rights reflected a premium in accordance with relevant laws, and the amount by which the total exceeded the threshold was not significant enough to justify terminating the contract—these factors were also considered.

Tongyang Life Insurance assessed that even after making the buyback payment on August 7, it would maintain sufficient liquidity and that the impact on its financial soundness would be limited.

As of the first half of the year, the estimated K-ICS (Korean Insurance Capital Standard) ratio stood at 205.0%, up 25.2 percentage points from 179.8% at the end of last year, indicating stable capital adequacy.

Accordingly, on August 11, all issued shares of Tongyang Life Insurance will be transferred to Woori Financial Group, and the new shares of Woori Financial Group are scheduled to be listed on August 31.

A representative from Tongyang Life Insurance stated, "The decision not to exercise the cancellation right was made with the utmost priority placed on protecting minority shareholders' interests and maintaining trust with the market. We will make every effort to successfully complete the planned share exchange process and, based on synergies with Woori Financial Group, strive for sustainable growth and to enhance value for all shareholders."

This content was produced with the assistance of AI translation services.