Kakao在分拆前小股东会上否认大宗交易/第三方配股/出售子公司传闻，并承诺分拆后3000亿韩元回购注销与股东回报政策

Kakao (035720.KS) flatly denied rumors of a block deal, a third-party share allotment and sales of subsidiaries at a meeting with minority shareholders held ahead of its planned spin-off. The company also said it would build a system linking executive evaluation and compensation to shareholder value to strengthen management accountability after the split.
"A block deal is groundless, and it is a situation that could not even happen," Chief Financial Officer Shin Jong-hwan said at the second meeting with minority shareholders, held at the FKI Tower in Seoul's Yeouido district on the 20th. The remarks dismissed concerns over a possible change in holdings depending on the appellate court ruling involving founder Kim Beom-su.
The CFO also ruled out a third-party allotment at Kakao AI, one of the new entities to be created. "We have never even considered a third-party allotment, and we are not considering one," Shin said. He said Kakao AI's infrastructure investment can be fully covered by its current cash generation.
Questions at the meeting focused on sensitive market rumors, including shareholder losses from the falling stock price, the basis for the split ratio and talk of subsidiary sales. In August, Kakao said it would split into Kakao AI, centered on the KakaoTalk messaging service, and Kakao X, built around three core business groups including techfin, content and mobility.
One minority shareholder asked whether Kakao X had sales of subsidiaries such as its banking, entertainment and mobility units in mind. Kim Do-young, named to head Kakao X, said the split "has nothing whatsoever to do with selling subsidiaries," adding that talk of such sales was "a baseless rumor that has never once been discussed."
Some shareholders also argued that the split ratio was unfair. The ratio between Kakao X and Kakao AI is 64 to 36, and they said the share assigned to the more profitable Kakao AI was too small. Shin said the division was "based on net asset value under the Commercial Act and accounting standards in the Capital Markets Act," adding that "the split ratio is not a ratio of value."
"The opening price on the day of relisting is set within a range of 50% to 200% of the reference price, and daily upper and lower limits of 30% apply, so the final value will be determined by the market's assessment on the first day of relisting," he said. His point was that market capitalization will rise to match value on the first trading day, so the split does not damage the companies' value.
Shareholders also asked why the spin-off was being pursued while the stock price was falling. Kim said competition was intense in both the AI and KakaoTalk businesses and the advertising and commerce businesses, requiring focus, while the burden of managing and nurturing subsidiaries had also been heavy. The split is intended "to strengthen expertise in each business and make decision-making more efficient," he said.
The company also spelled out shareholder return plans for after the split. Kakao X will channel dividends from subsidiaries and 30% of investment gains into shareholder returns. After the split, it will pursue a share buyback and cancellation worth 300 billion won ($210 million). Kakao AI will direct 20% to 35% of adjusted free cash flow to shareholder returns, and will raise that share to as much as 40% if free cash flow grows more than 50% from a year earlier.
Kakao is also strengthening management accountability in case the stock price fails to recover after the split. Kim said the new board created after the spin-off would "set out ways to reflect shareholder value in executive evaluation and compensation so that the interests of management and shareholders are aligned."
Whether Kakao proceeds with the spin-off will be decided at an extraordinary shareholders' meeting in December. The company has held two meetings with minority shareholders to hear their views and also held a joint analyst briefing this month. Next month it plans to hold a briefing for major overseas investors to continue its communication with the market.