An Updated Progress on the Tender Offer and Delisting of Viol By VIG Partners

• This insight provides an updated progress on the tender offer and delisting of VIOL (335890 KS). The tender offer period lasts from 18 June to 7 July 2025.

• Through this tender offer, VIG Partners plans to acquire full management rights of Viol and also take it private.

• If the number of shares offered for the tender offer reaches the maximum target, SPC will secure a 98.84% stake in Viol.

Source: Company data

This insight provides an updated progress on the tender offer and delisting of VIOL (335890 KS).On 18 June, VIG Partners (local private equity company) announced a tender offer for shares of Viol. Through this tender offer, VIG Partners plans to acquire full management rights of Viol and also take it private (delist the company).

VIG Partners is conducting this tender offer through its special purpose corporation (SPC) called Vienna Investment Purpose Company. Once Viol is taken private, VIG Partners plans to eventually pursue an exit of its investment in Viol, not through a relisting (IPO) but rather by selling its controlling management rights in the future.

Tender offer price - Tender offer price is 12,500 won which is 11.6% premium to the closing price of 11,200 won on 17 June (day prior to the tender offer price). Current price is 12,370 won, which is 53.7% higher than the closing price of 8,050 won at the end of 2024.

Tender offer period - The tender offer period lasts from 18 June to 7 July 2025. Settlement date is on 9 July 2025.

Major Shareholders of Viol - DMS Co is currently the largest shareholder of Viol with a 34.76% stake. Insiders and other related parties own additional 1.84% stake in Viol. Foreigners own 1.5% stake in Viol.

Transaction Structure Details:

• First, SPC (Vienna Investment Purpose Co) will acquire 4,089,339 shares (7%) out of the 20,304,675 shares (34.76%) held by the largest shareholder DMS for 51.1 billion won (purchase price of 12,500 won).

• Second, the remaining 16,215,336 shares (27.76%) worth 202.7 billion won will be exchanged for 40,538,340 new shares (46.09%) of the company in the form of an in-kind contribution. DMS will acquire a stake in SPC and participate in management as the second largest shareholder.

• Third, Vienna Investment Purpose Co will conduct tender offer of remaining shares of Viol.

  • Minimum and maximum number of shares for tender offer - The minimum and maximum number of shares for the tender offer is 12.13 million (20.76% of outstanding shares) and 37.44 million (64.09% of outstanding shares), respectively.

  • If the total number of shares submitted for this tender offer falls short of the minimum target number of 12.13 million shares, the VIG Partners will not purchase all of the submitted shares. If the total number of shares submitted for this public offering is greater than the minimum target number, VIG Partners will purchase all of the submitted shares.

  • Minimum and maximum amount of money to be injected for tender offer - The minimum and maximum amount of capital to be injected for the tender offer is 152 billion won and 468 billion won, respectively.

  • If the number of shares offered for the tender offer reaches the maximum target, SPC will secure a 98.84% stake in Viol (64.09% of maximum shares for tender offer + 34.76% stake acquired from DMS).