韩媒独家：Kakao 分拆第一步「小规模合并」遭小股东与工会串联反对，若反对股份达总股本20%（9/18 实际截止）整个 Kakao AI / Kakao X 分拆蓝图将推倒重来

Kakao Restructuring Hinges on Whether Dissenting Stakes Top 20% - Seoul Economic Daily
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Kakao's Pangyo Agit office in Seongnam, Gyeonggi Province. Yonhap News
Kakao's (035720) plan to split itself in two is wobbling at the first hurdle. Minority shareholders holding a combined 65% stake, along with the company's labor union, have voiced objections one after another to the absorption of Kakao Investment. Because the governance overhaul collapses if holders of 20% or more of total outstanding shares object, the direction of the vote before the Sept. 18 deadline for submitting shareholder opinions is expected to be a decisive turning point for the spin-off.
According to information technology industry sources on the 14th, Kakao is collecting shareholder objections to a small-scale merger that would fold Kakao Investment into the surviving entity, to be renamed Kakao X after the split. Under the Commercial Act, a small-scale merger can proceed with a board resolution alone, without a shareholder meeting, but it cannot go forward if shareholders representing 20% or more of total outstanding shares file written objections within two weeks of the public notice. The formal deadline for submitting notices is the 21st, but accounting for brokerage processing procedures, the practical cutoff for minority shareholders to register their positions is the 18th.
The merger is the first step in a spin-off that would divide Kakao into Kakao AI and Kakao X. Under the split ratio Kakao disclosed earlier, based on book value of net assets, Kakao AI would account for 36.5% and Kakao X 63.5%. While Kakao X holds the larger share of net assets on paper, the operating businesses — messaging, artificial intelligence and advertising — are concentrated in Kakao AI, the newly established entity. That is why concerns have emerged that the split ratio does not reflect actual value. On top of that, if the merger of the investment arm central to Kakao X also falls through, the split ratio would have to be redrawn and the blueprint the company has presented would return to square one.
The mood among the shareholders holding the key is clearly negative. Opposition is especially strong among employees worried about job security amid the reorganization. Posts declaring opposition to the merger from employees who hold company shares have appeared in relay on an anonymous internal community board, and shareholder group chat rooms have seen a steady stream of posts verifying that members have filed objections. Kakao's union earlier formalized its opposition to the spin-off, saying management's explanations were insufficient, and has encouraged union members and minority shareholders to take part.
If minority shareholders coalesce around opposition in this way, the possibility that the spin-off fails before it even begins cannot be ruled out. The shareholder structure leaves ample room for objections to accumulate. As of the second quarter of this year, friendly holdings including those of founder Kim Beom-su stood at 23.99%, while the National Pension Service held 5.4% and MAXIMO, a Tencent affiliate, 5.21%. The remaining 64.83% belongs to minority shareholders. The 20% threshold amounts to slightly less than a third of the minority stake. The union also plans to ask the National Pension Service to vote against the plan.
Kakao, for its part, maintains that the spin-off will have a positive effect on revaluing the company and improving business efficiency. Brokerages value Kakao's combined businesses at roughly 34 trillion won ($24.5 billion), while its recent market capitalization has hovered around 16 trillion won ($11.5 billion), less than half that figure — a wide valuation gap, according to the company. The aim is to resolve the undervaluation of affiliates through independent management of each business and to focus on new ventures, thereby winning fair recognition from the market.
Management plans to hold a briefing on the 16th to dispel the concerns of small investors. The session is expected to address what the company calls the misconception that the spin-off damages shareholder value and to highlight factors it says will benefit growth over the medium to long term. Even if the small-scale merger clears the threshold, support from minority shareholders will be essential for the spin-off to win final approval at an extraordinary shareholder meeting in December, leaving the company in need of a sustained effort at persuasion.
"We will address the questions shareholders are curious about, including the growth strategy after the spin-off and future shareholder return policies," a Kakao official said. "We will continue active communication so that complaints can be reduced."
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Original reporting by
Lee Jin-seok
for Seoul Economic Daily.
AI-translated from Korean. Quotes from foreign sources are based on Korean-language reports and may not reflect exact original wording.
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