MBK, Unison Capital offers second tender to delist Osstem Implant

Osstem Implant headquarters in Seoul [Photo by Park Hyung-ki]

The consortium of MBK Partners and Unison Capital Korea (UCK), which have been pushing for a takeover of Osstem Implant Co., Wednesday announced that they will proceed with a second tender offer to delist the company eventually.

The consortium has set up a special purpose company, Dentistry Investment, to buy Osstem Implant shares at 190,000 won ($145) apiece from March 22 to April 11.

The scale of the tender offer is the remaining 1,654,916 shares of the Kosdaq-listed dental implant maker, which excludes Osstem Implant’s treasury stock, shares already held by Dentistry Investment and special related parties such as Chairman Choi Kyu-ok. Regardless of the subscription rate, the consortium will purchase all shares that apply for the tender offer.

If the consortium acquires all remaining shares through the second offer, Dentistry Investment and Choi’s holdings will increase to 93.97 percent. The consortium said that it is pursuing the bid with the aim of applying for a voluntary delisting of Osstem Implant when legal requirements and procedures are met.

According to the Korea Exchange rules related to delisting for companies on Kospi, the largest shareholder must acquire at least 95 percent of shares, while there is no such figure specified for delisting from the Kosdaq market. However, the market has traditionally considered the delisting acquisition percentage for Kosdaq companies to be in the 90 percent range, considering regulations and precedents in the main bourse.

If the largest shareholder of a Kosdaq-listed company applies for voluntary delisting, the Korea Exchange Listing Review Committee considers whether the shareholder’s ownership percentage and tender offer conditions meet public interest and investor protection standards before making a decision.

The consortium said that Osstem Implant shares in circulation is only one-tenth of the total issued shares, and there is a risk of high volatility and difficulty in finding buyers and sellers, adding it applies the same price as the first tender offer to protect investors.

Earlier, the consortium acquired a 65.1 percent stake through a tender offer conducted for a month, and currently holds over 80 percent of the company.