L&F Co., Ltd. (KOSDAQ:A066970) signed a contract to acquire L&F Material Co., Ltd. from a group of sellers on October 2, 2015. Under the terms of the deal, consideration comprises of issue of 7.07 million common shares of L&F Co. and 0.29 million redeemable convertible preferred shares. The merger ratio is 1:0.57 between L&F Co., Ltd and L&F Material, applicable to both preferred shares and common shares. As a result of the deal, L&F Material will be merged into L&F Co., Ltd and will be dissolved. The name of the surviving entity shall be L&F Co., Ltd. L&F Material reported total assets of KRW 63277 million, total common equity of KRW 20455 million, net income of KRW 1308 million and sales of KRW 97284 million in 2014.

The merger can be cancelled in case L&F Co., Ltd does not get an approval of more than 1/3 of total number of issued shares and more than 2/3 of voting rights of the participated shareholders as the resolution conditions of the general meeting of shareholders of L&F Co., Ltd and L&F Material Co., Ltd correspond to the special resolution details.

As of October 27, 2015, the exchange ratio has been amended to 1:0.52. L&F Co. will issue 6.48 million shares and other stock will issue 0.26 million. The transaction is subject to shareholder approval of L&F Co., Ltd and L&F Material Co., Ltd and the general meeting of the stock holders is scheduled to be held on December 10, 2015. The creditors can submit their objections from December 11, 2015 to January 12, 2016. The deal is expected to be completed by January 13, 2016. As of November 25, 2015, general meeting of stockholders will be held on December 29, 2015, the delivery date of new share certificates is February 15, 2016 and the listing date of new shares is February 16, 2016. The creditors can submit their objections from December 30, 2015 to January 31, 2016. As of November 25, 2015, the deal is expected to be completed by February 1, 2016. As of February 11, 2016, the delivery date of new share certificates is February 18, 2016 and the listing date of new shares is February 19, 2016. The Board of Directors passed a resolution for the transaction on October 02, 2015. As of December 29, 2015, the shareholders' of L&F Co. approved the transaction. Kyungshin Accounting Corporation acted as valuer in the deal.


L&F Co., Ltd. (KOSDAQ:A066970) completed the acquisition of L&F Material Co., Ltd. from a group of sellers on February 1, 2016.