Golfzon Holdings trades at 0.15 to 0.2 book; its market cap is below the value of its 32% Golfzon County stake alone. The controlling shareholders' 6,700 won offer at 0.35 book was unfair; I value the shares at least 30,000 won. After the second tender drew no shares, the price rose above the offer.
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So, there is a company called " Golfzon Holdings" which is a fully public company . You can actually find it on a website created specifically for it called golfzonfairvalue.com. Okay, it's www.golfzonfairvalue.com.
Essentially, " Gulf Zone Holdings" is a conglomerate that owns diversified stakes in golf-related assets , its most valuable stake being a minority stake in a company called "Gulf Zone County".
Therefore, if you take any relevant measure or appropriate assessment of what that 32% stake in Gulf Zone Holdings, the publicly traded holding company, was worth, you will find that it is worth much more than the market capitalization of that company.
This does not even include the golf courses, real estate owned by that company, and its shares in other assets. Therefore, in my estimation, it appeared to be trading at 0.15 to 0.2 of book value.
The prices are completely unacceptable. At the end of June, the controlling shareholders of that entity, who own about 60% of the shares excluding treasury shares, created a separate instrument and made a purchase offer at a premium of more than 50% over the current share price.
This stock price was low for various reasons. One of them was that it was almost illiquid due to the structure of the holding company and the operating company. Its operating company is the largest golf simulation business in Korea.
Therefore, it too was listed on the stock exchange. Therefore, it had a holding company structure and an operating company.
As you can imagine, with the stock price moving sideways or even declining over the past few years, investors grew tired and sold shares to buy more Samsung, SK Hynix and other AI-related stocks . The stock price collapsed .
The controlling shareholder's instrument made an offer at a premium of more than 50% on a share price that was already low. This was at book value, where their offer was equivalent to 0.35 of the book value.
Therefore, for me at least, this was not a fair offer for a variety of reasons. One reason is simply that as a buyer of a company worth 0.35 of its book value, once you own it, its value becomes closer to once its book value. Perhaps a little less , perhaps a little more .
In fact, I thought it was more, because many of their shares, specifically the share in "Gulf Zone County," were not valued at what I believe they are worth , simply because their fair value on the balance sheet was not consolidated.
So, in short , we wrote an open letter to the board of directors because we felt there were a number of issues related to disclosure and operations. Or, excuse me, we wrote an open letter to the board of directors and shared it with the public.
The media has covered it and highlighted mainly how the Justice Department’s directives, issued in February of this year, which, I repeat, this gets into some governance points, and I am happy to clarify them, and that is why I am raising this issue.
I felt that many of these practices were not being fulfilled to the required extent. So we wrote an open letter highlighting all of this. The purchase offer was in its own special gray area because it was a special transaction between the entity and the minority and was not subject to the same rules.
That would have required about 90% to be delisted from the stock exchange. Therefore, I felt that a sufficient number of shareholders might see the open letter, recognize its value, and understand that they did not want to be written off. And that they keep the value intact.
I felt the value was at least 30,000 Korean won per share. The purchase offer price was close to 6,700 won. Therefore, there was a significant discrepancy between what the offer was and what I felt was the fair value of all the assets.
Throughout all of this, I felt that the board of directors was not fulfilling its fiduciary duty , which brings us back to the first amendment to the Commercial Code , which was the first thing passed during the president's term.
In the past, board members had a fiduciary duty only towards the company and not towards the shareholders. Then the rules changed, and they became legally responsible to the shareholders, not just to the company.
Therefore, they must protect the interests of all shareholders as a whole and treat them fairly.
Therefore, I relied on that a lot during my procedures. For example, even two days or a few days before the end of the purchase offer window, the council did not disclose its opinion.
They waited for several weeks, and I felt that this was not a fair part of the process.
The board declined to say whether it believed the price or value offered was fair, but nevertheless recommended that investors proceed with the purchase offer price . So, I was relying on this angle , but there was no precedent to test all of this yet.
However, to clarify, during the initial takeover bid, the controlling shareholder group reached 85%, which is less than 90%. A few days later, they launched a second purchase offer at exactly the same price, and investors saw through their tricks and started raising the price above the purchase offer price , and then the price continued to rise.
I wrote two more open letters, and then a big change happened, as the amended Capital Markets Act was passed , I believe, on August 20 during the second tender offer window .
Previously, Korea had a formula that allowed controlling shareholders to effectively, I don't say choose the merger price , but the price was based on the share price. Therefore, the consolidation ratio between listed subsidiaries was determined according to the market price formula using the weighted average of recent trading prices.
Now, from August 20 onwards, the value of all transactions of listed companies must be a fair value that comprehensively balances the share price, asset value, and earnings value. This same standard applies to valuation rights.
This was enacted during the second takeover bid window , and it has significantly changed the scope of what I was looking at or doing, because the way the controlling shareholder group might proceed with this and delist would be through an all- share swap. This may fall under this new rule.
The results came after the second takeover bid in early September, and no shares were offered for the bid. Literally speaking, no shares were offered at all. Immediately afterward, the controlling shareholder group issued a press release announcing the suspension of the delisting process and stating that they would instead seek to enhance the company's value .
Now, the share price is significantly higher than the purchase offer price, and there are no new updates on this matter.