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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Webzen (MM) | NASDAQ:WZEN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.60 | 0 | 01:00:00 |
Form
20-F
|
X
|
Form
40-F
|
____
|
Yes
|
____
|
No
|
X
|
Yes
|
____
|
No
|
X
|
Yes
|
____
|
No
|
X
|
Item
|
|
1.
|
Background
and Plan of Merger
|
Webzen
Inc.
|
||||||
Date:
|
April
26, 2010
|
By:
|
/s/
Chang Keun Kim
|
|||
Name:
|
CHANG
KEUN KIM
|
|||||
Title:
|
Chief
Executive Officer
|
1.
|
Basic
Merger Items
|
A.
|
Overview
of the Parties to the Merger
|
(1)
|
Parties
to the Merger
|
Surviving
Corporation After Merger
|
|
Name
of Corporation
|
Webzen
Inc. (“Webzen”)
|
Address
|
14Fl.
Daerung Post Tower 2
nd
,
182-13 Guro-dong, Guro-gu, Seoul
|
Representative
Director
|
Chang
Keun Kim
|
Corporate
Category
|
KOSDAQ
Listed Corporation
|
After
Merger
|
Surviving
Corporation
|
Dissolving
Corporation After Merger
|
|
Name
of Corporation
|
NHN
Games Co., Ltd. (“NHN Games”)
|
Address
|
13Fl.
Daerung Post Tower 2
nd
,
182-13 Guro-dong, Guro-gu, Seoul
|
Representative
Director
|
Byoung
Gwan Kim
|
Corporate
Category
|
Unlisted
Corporation
|
After
Merger
|
Dissolving
Corporation
|
Relevant
Regulations
|
KOSDAQ
Listing Regulations Enforcement Details Article 19 Paragraph 1 Item
2
When
the largest shareholder etc., of said unlisted corporation becomes the
largest shareholder of the KOSDAQ listed corporation through the merger
(refers to cases of becoming the largest shareholder according to the
merger ratio of the report on important items)
KOSDAQ
Listing Regulations Enforcement Details Article 19 Paragraph 1 Item
3
When
the sum of the number of shares of the KOSDAQ listed corporation held by
the largest shareholder etc., and shareholders with 5% or more of the
shares of the unlisted corporation as of the date of submission of the
report on important items and the number of new shares of the listed
corporation that are to be issued through the merger is greater than the
shares of the KOSDAQ listed corporation held by its largest shareholders
etc.(including new shares to be issued to said shareholder upon merger),
as of the date of submission of the report on important items. However,
this does not apply when the largest shareholder etc., and shareholders
with 5% or more of the shares of the unlisted corporation become the
largest shareholder of the KOSDAQ listed corporation at least one year
prior to the date of submission of the report on important
items.
|
Item
|
Webzen
Inc.
|
NHN
Games Co., Ltd.
|
||
Resolution
of Board of Directors Approving the Merger
|
15
APR 2010
|
15
APR 2010
|
||
Date
of the Merger Agreement
|
15
APR 2010
|
15
APR 2010
|
||
Determination
of Shareholders for General Shareholders Meeting on Merger
|
06
MAY 2010
|
06
MAY 2010
|
||
General
Shareholders Meeting for Approval of Merger
|
28
MAY 2010
|
28
MAY 2010
|
||
Term
for Exercising Appraisal Rights of Objecting Shareholders
|
Commencement
|
29
MAY 2010
|
29
MAY 2010
|
|
Termination
|
17
JUN 2010
|
17
JUN 2010
|
||
Date
of Merger
|
01
JUL 2010
|
01
JUL 2010
|
||
General
Assembly for Merger Completion Report
|
02
JUL 2010
|
02
JUL 2010
|
||
Announcement
of Merger Completion Report
|
03
JUL 2010
|
03
JUL 2010
|
||
Other
Schedule
|
||||
Announcement
of Closure of Shareholder List
|
20
APR 2010
|
20
APR 2010
|
||
Period
of Closure of Shareholder List
|
Commencement
|
07
MAY 2010
|
07
MAY 2010
|
|
Termination
|
11
MAY 2010
|
11
MAY 2010
|
||
Period
of Prior Notice of Shareholders Objecting to the Merger
|
Commencement
|
13
MAY 2010
|
13
MAY 2010
|
|
Termination
|
27
MAY 2010
|
27
MAY 2010
|
||
Announcement
of Submission of Objections by Creditors
|
29
MAY 2010
|
29
MAY 2010
|
||
Period
of Submission of Objections by Creditors
|
Commencement
|
30
MAY 2010
|
30
MAY 2010
|
|
Termination
|
30
JUN 2010
|
30
JUN 2010
|
||
Period
of Submission of Old Shares
|
Commencement
|
-
|
30
MAY 2010
|
|
Termination
|
-
|
30
JUN 2010
|
||
Expected
Date of Merger Registration
|
05
JUL 2010
|
|||
Expected
Date of Issuance
|
19
JUL 2010
|
|||
Expected
Date of Listing New Shares
|
20
JUL 2010
|
Article
13. TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time of the Merger by any party (except by the party in
violation of this Agreement):
(a)
by mutual written consent of WEBZEN and NHN Games; or
(b)
if there are any insolvency, dissolution, liquidation, bankruptcy or
work-out procedures of, or application for such procedures by, either
WEBZEN or NHN Games; or
(c)
if the approval of the shareholders of WEBZEN and/or NHN Games regarding
the Merger has not been obtained in the three months period after the
shareholder list closing date; or
(d)
if the consummation of the Merger becomes illegal or impossible, due to
any changes in the relevant laws or government regulations, and no
agreement between WEBZEN and NHN Games is forthcoming in 30 days
since
|
such
changes became effective; or
(e)
if a party breaches the Agreement and does not remedy in 30 days after its
receipt of the other party’s written request for remedy; or
(f)
if the total amount of appraisal rights exercised exceeds KRW
30,000,000,000; or
(g)
if any change that will have a material adverse impact on the finance,
operation, sales and prospects of either WEBZEN or NHN Games
occurs.
In
the event of termination of this Agreement, this Agreement and all related
transactions shall retroactively become void and null except for the
liabilities already incurred.
|
Item
|
Surviving
Corporation
(Webzen
Inc.)
|
Dissolving
Corporation
(NHN
Games Co., Ltd.)
|
Value
per share
|
11,800
KRW
|
18,557
KRW
|
Merger
Ratio
|
1:
1.57262712
(1.57262712
shares of surviving corporation issued per 1 share of dissolving
corporation.)
|
※
|
In
accordance with Article 165-5 of the Financial Investment Services and
Capital Markets Act, this only applies to shares verified to have been
acquired by the objecting shareholder before the resolution of the board
of directors and those verified to have been acquired after announcement
of the resolution of the board of directors but acquired under a stock
purchasing contract which was entered into by the day after announcement
of said resolution.
|
Proposed
Price by Company for Agreement
|
KRW
12,144 per Share
|
Basis
for Calculation
|
Value
calculated in accordance with Article 176-7 of the Enforcement Decree of
the Financial Investment Services and Capital Markets
Act
|
Procedure
if agreement is not made
|
When
the company in question or the shareholder exercising appraisal rights
disagree on the proposed price of the company, request can be made to a
court to determine the price in accordance with Article 165-5 Paragraph 3
of the Financial Investment Services and Capital Markets
Act
|
※
|
Formula
for Calculating Expected Share Purchase Price (As of April 14
th
,
2010)
|
Item
|
Price
|
Period
related to the Calculation
|
①
Weighted
average stock price of traded volume within past two
months
|
12,224
|
16
FEB 2010 ~ 14 APR 2010
|
②
Weighted
average stock price of traded volume within past one month
|
12,068
|
15
MAR 2010 ~ 14 APR 2010
|
③
Weighted
average stock price of traded volume within past one week
|
12,140
|
08
APR 2010 ~ 14 APR 2010
|
Calculated
purchase price {(①+②+③)/3}
|
12,144
|
-
|
Date
|
Closing
Price
|
Traded
Volume
|
Traded
Volume times Closing Price
|
16
FEB 2010
|
12,550
|
154,571
|
1,939,866,050
|
17
FEB 2010
|
12,700
|
110,231
|
1,399,933,700
|
18
FEB 2010
|
12,750
|
67,831
|
864,845,250
|
19
FEB 2010
|
12,600
|
221,725
|
2,793,735,000
|
22
FEB 2010
|
12,600
|
131,854
|
1,661,360,400
|
23
FEB 2010
|
12,800
|
159,268
|
2,038,630,400
|
24
FEB 2010
|
12,650
|
73,337
|
927,71
3,050
|
25
FEB 2010
|
12,600
|
95,065
|
1,197,819,000
|
26
FEB 2010
|
12,800
|
106,250
|
1,360,000,000
|
02
MAR 2010
|
12,600
|
65,835
|
829,521,000
|
03
MAR 2010
|
12,400
|
74,067
|
918,430,800
|
04
MAR 2010
|
12,350
|
125,449
|
1,549,295,150
|
05
MAR 2010
|
12,000
|
134,856
|
1,618,272,000
|
08
MAR 2010
|
11,850
|
150,788
|
1,786,837,800
|
09
MAR 2010
|
11,800
|
104,461
|
1,232,639,800
|
10
MAR 2010
|
12,200
|
118,711
|
1,448,274,200
|
11
MAR 2010
|
12,100
|
65,493
|
792,465,300
|
12
MAR 2010
|
12,150
|
58,042
|
705,210,300
|
15
MAR 2010
|
12,150
|
60,983
|
740,943,450
|
16
MAR 2010
|
11,900
|
77,284
|
919,679,600
|
17
MAR 2010
|
11,900
|
137,104
|
1,631,537,600
|
18
MAR 2010
|
11,750
|
60,607
|
712,132,250
|
19
MAR 2010
|
11,750
|
155,894
|
1,831,754,500
|
22
MAR 2010
|
11,450
|
100,669
|
1,152,660,050
|
23
MAR 2010
|
11,700
|
81,950
|
958,815,000
|
24
MAR 2010
|
11,550
|
35,591
|
411,
076,050
|
25
MAR 2010
|
11,450
|
63,073
|
722,185,850
|
26
MAR 2010
|
11,600
|
45,778
|
531,024,800
|
29
MAR 2010
|
12,000
|
122,115
|
1,465,380,000
|
30
MAR 2010
|
12,300
|
244,736
|
3,010,252,800
|
31
MAR 2010
|
12,550
|
211,329
|
2,652,178,950
|
01
APR 2010
|
12,500
|
85,945
|
1,074,312,500
|
02
APR 2010
|
12,500
|
91,711
|
1,146,387,500
|
05
APR 2010
|
12,050
|
69,492
|
837,378,600
|
06
APR 2010
|
11,900
|
59,211
|
704,610,900
|
07
APR 2010
|
12,100
|
130,855
|
1,583,345,500
|
08
APR 2010
|
12,100
|
115,379
|
1,396,085,900
|
09
APR 2010
|
12,350
|
180,251
|
2,226,099,850
|
12
APR 2010
|
12,350
|
166,751
|
2,059,374,850
|
13
APR 2010
|
12,200
|
53,629
|
654,273,800
|
14
APR 2010
|
11,800
|
210,387
|
2,482,566,600
|
Weighted
average stock price of traded volume within past two months
(A)
|
4,578,558
|
55,968,906,100
|
|
Weighted
average stock price of traded volume within past one month
(B)
|
2,560,724
|
30,904,056,900
|
|
Weighted
average stock price of traded volume within past one week
(C)
|
726,397
|
8,818,401,000
|
|
Average(D)={(A+B+C)/3}
|
12,144
|
Name
of Company
|
Location
|
Webzen
Inc.
|
14F,
Daerung Post Tower 2
nd
,
182-13 Guro-dong, Guro-gu, Seoul
|
NHN
Games Co., Ltd.
|
13F,
Daerung Post Tower 2
nd
,
182-13 Guro-dong, Guro-gu, Seoul
|
Shareholders
of Record
|
Cash
payment or transfer to registered account of
shareholder
|
Beneficial
Shareholders
|
Transfer
to personal account with the relevant financial investment business (stock
company)
|
Item
|
Name
of Company
|
Expected
Date of Payment
|
Surviving
Corporation
|
Webzen
Inc.
|
Payment
is expected to be made within 1 month from termination of the appraisal
right exercise period
|
Dissolving
Corporation
|
NHN
Games Co., Ltd.
|
Payment
is expected to be made within 2 months of receiving appraisal
requests
|
Name
of Major Shareholder
|
Webzen
Inc.
|
NHN
Games Co., Ltd.
|
|||
Owned
Shares
|
Percentage
(base on total issued shares)
|
Owned
Shares
|
Percentage(base
on total issued shares)
|
||
Major
Shareholder Etc.
|
NHN
Corp.
|
-
|
-
|
6,000,000
|
46.88%
|
Related
Party (note 1)
|
-
|
-
|
5,978,450
|
46.71%
|
Major
Shareholder Etc.
|
NHN
Games Co., Ltd.
|
3,469,784
|
26.74%
|
-
|
-
|
Related
Party(note 2)
|
10,000
|
0.08%
|
-
|
-
|
Account
Item
|
Sales
Etc.
|
Purchases
Etc.
|
Receivables
|
Obligations
|
|||||
2009
|
2008
|
2009
|
2008
|
2009
|
2008
|
2009
|
2008
|
||
Companies
with major influence
|
|||||||||
NHN
Games Co., Ltd.
|
634,375
|
-
|
461,630
|
-
|
206,598
|
-
|
563,291
|
-
|
|
NHN
Corp.
|
217,509
|
-
|
61,931
|
-
|
31,119
|
-
|
6,946
|
-
|
|
851,884
------------
-
|
-
-----------
-
|
1,523,561
-------------
-
|
-
-----------
-
|
237,717
-----------
-
|
-
--------
-
|
570,237
-----------
-
|
-
---------
-
|
||
Subsidiary
Companies
|
|||||||||
9Webzen
Limited
|
345,934
|
360,445
|
-
|
-
|
17,933
|
40,038
|
-
|
-
|
|
Webzen
Taiwan Inc..
|
710,171
|
768,140
|
-
|
-
|
3,383,130
|
3,740,210
|
-
|
-
|
|
Webzen
America
Inc.
|
-
|
207,492
|
-
|
-
|
5,119,743
|
5,451,065
|
-
|
-
|
Flux
Co., Ltd.
|
-
|
-
|
-
|
-
|
60,000
|
60,000
|
-
|
-
|
|
1,056,105
-----------------
-
|
1,336,077
---------------
-
|
-
-----------
-
|
-
---------
-
|
8,580,806
-------------
-
|
9,291,313
-------------
-
|
-
---------
-
|
-
--------
-
|
Shareholder
|
Type
|
Before
Merger
|
After
Merger
|
Note
|
||
No.
of Shares
|
Share
|
No.
of Shares
|
Share
|
|||
NHN
Games Co., Ltd.
|
Common
|
3,469,784
|
26.74%
|
-
|
-
|
Convert
to treasury shares after merger
|
NHN
Corp.
|
Common
|
-
|
-
|
9,435,763
|
28.50%
|
|
Chang
Keun Kim
|
Common
|
10,000
|
0.08%
|
10,000
|
0.03%
|
CEO
of Webzen Inc.
|
Byoung
Gwan Kim
|
Common
|
-
|
-
|
9,401,873
|
28.40%
|
CEO
of NHN Games Co., Ltd.
|
Total
|
Common
|
3,479,784
|
26.82%
|
18,847,636
|
56.93%
|
|
Total
No. of Issued Shares
|
Common
|
12,974,000
|
100.00%
|
33,103,627
|
100.00%
|
Name
of Shareholder
|
Relationship
|
Shares
in Protective Entrustment
|
Term
of Entrustment
|
Note
|
NHN
Corp.
|
Largest
Shareholder
|
9,435,763
|
2
years
|
Mandatory
protective entrustment
|
Byoung
Gwan Kim
|
Related
Party
|
9,401,873
|
2
years
|
Mandatory
protective entrustment
|
Total
|
18,837,636
|
Item
|
Type
|
Before
Merger (note 1)
|
After
Merger
|
No.
of Authorized Shares
|
Common
Shares
|
40,000,000
|
40,000,000
|
No.
of Issued Shares
|
Common
Shares
|
12,974,000
|
33,103,627
|
Capital
|
6,487,000,000
|
16,551,813,500
|
|
Total
Capital Reserve (note 2)
|
129,975,413,130
|
-
|
Account
Item
|
Before
Merger
(As
of December 31
st
,
2009)
|
After
Merger
|
|
Webzen
Inc.
|
NHN
Games Co., Ltd.
|
||
[Liquid
Assets]
|
88,921
|
5,444
|
94,365
|
Quick
Assets
|
88,921
|
5,444
|
94,365
|
Inventory
|
-
|
-
|
|
Non
Liquid Assets
|
43,327
|
56,787
|
100,114
|
Investment
Assets
|
459
|
54,142
|
54,601
|
Tangible
Assets
|
3,879
|
329
|
4,208
|
Intangible
Assets
|
5,344
|
782
|
6,126
|
Other
Non Liquid Assets
|
33,646
|
1,534
|
35,180
|
Total
Assets
|
132,248
|
62,231
|
194,479
|
[Liquid
Debt]
|
7,159
|
20,649
|
27,808
|
[Non
Liquid Debt]
|
4,852
|
18,957
|
23,809
|
Total
Debt
|
12,012
|
39,606
|
51,618
|
[Capital]
|
6,487
|
6,400
|
12,887
|
[Capital
Surplus]
|
135,892
|
7,027
|
142,919
|
[Capital
Adjustment]
|
(18,717)
|
724
|
-17,993
|
[Other
Integrated Total Income and Loss]
|
(1,442)
|
372
|
-1,070
|
[Profit
Surplus]
|
(1,983)
|
8,103
|
6,120
|
Total
Capital
|
120,237
|
22,625
|
142,862
|
B.
|
Pro
Forma Income Statement
|
Account
Item
|
Before
Merger
(As
of December 31
st
,
2009)
|
After
Merger
|
|
Webzen
Inc.
|
NHN
Games Co., Ltd.
|
||
Sales
|
27,802
|
25,299
|
53,101
|
Business
Profits
|
-1,546
|
12,473
|
10,927
|
Non-operating
Revenue
|
6,418
|
5,420
|
11,838
|
Non-operating
Costs
|
3,499
|
10,718
|
14,217
|
Net
Profits Before Corporate Tax
|
1,373
|
7,175
|
8,548
|
Corporate
Tax Costs
|
1,055
|
204
|
1,259
|
Net
Profit for Term
|
318
|
6,971
|
7,289
|
Item
|
Telephone
Number
|
Webzen
Inc.
|
(02)
3498-1600
|
NHN
Games Co., Ltd.
|
(02)
6330-3300
|
Financial Investment Services and
Capital Markets Act
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Article
9 (Definition of Other Terms)
(5)
The term “professional investor” in this Act shall mean an investor
falling under any of the following subparagraphs who has risk-taking
capacity over the investment when taking into account his/her expertise
for the financial investment products and asset size: Provided, That where
a professional investor designated by the Presidential Decree notifies a
financial investment firm, in writing, of the intention to be treated as a
non-professional investor, the financial investment firm shall agree with
such treatment unless there is any justifiable cause, and the investor who
obtains the agreement from the financial investment firm shall be regarded
as a non-professional investor: <Amended on Feb. 3,
2009>
1.
Government;
2.
The Bank of Korea;
3.
Financial institutions designated by the Presidential Decree;
4.
Stock-listed corporations: Provided, That in the case of trading
over-the-counter derivatives with a financial investment firm, the same
shall be limited only to cases where a stock-listed corporation notifies
the financial investment firm, in writing, of its intention to be treated
as a professional investor; or
5.
Others prescribed by the Presidential Decree.
Article
124 (Justifiable Use of Prospectus)
(1)
No one shall be permitted to allow a person (excluding professional
investors or others prescribed by the Presidential Decree) who intends to
acquire the securities whose registration has taken effect to acquire such
securities, or to sell such securities to the person before a prospectus
prepared in accordance with Article 123 is distributed. In such a case,
when a prospectus is provided in the form of electronic documents in
accordance with Article 436, the prospectus shall be regarded as being
distributed when each of the following requirements is
satisfied:
1.
A person who receives an electronic document (hereinafter referred to as
“recipient of electronic documents”) is required to agree to receive a
prospectus in the form of electronic documents;
2.
A recipient of electronic documents is required to designate the type of
electronically transferable media and the place at which the recipient
receives the electronic documents; 3. It must be confirmed whether a
recipient of electronic documents has received the electronic documents;
and
4.
The contents of electronic documents are required to be identical to those
of the written
prospectus.`
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Enforcement
Decree of the Financial Investment Services and Capital Markets
Act
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Article
11 (Public Offering and Secondary Distribution of Securities)
(1)
In calculating 50 investors pursuant to Articles 9 (7) and 9 (9) of the
Act, the number of persons who have been solicited to subscribe for
securities without a public offering or secondary distribution of the same
type of securities within the six months preceding the date on which the
solicitation for offer is made shall be added, and the number of persons
falling under any of the following subparagraphs shall be
subtracted:
1.
A professional falling under any of the following items:
(a)
A person falling under Articles 10 (1) 1 through 10 (1) 4 of this
Decree;
(b)
A person prescribed and publicized by the Financial Services Commission
among the persons falling under Articles 10 (3) 12 and 10 (3) 13 of this
Decree;
(c)
An accounting firm under the Certified Public Accountant Act;
(d)
A credit rating agency (hereinafter referred to as “credit rating agency”)
under the Use and Protection of Credit Information Act;
(e)
A person who holds a certificate as a certified public accountant,
appraiser, attorney at-law, patent attorney, tax accountant, etc. and
provides services, such as accounting and advisory services to an issuer;
or
(f)
Others prescribed and publicized by the Financial Services Commission as
professionals who understand the
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financial
status or the business operation of the issuer;
Article
132 (Person Exempted from Distributing Prospectus)
The
term “others prescribed by the Presidential Decree” under the former part
of Article 124
(1)
of the Act other than each subparagraph shall mean persons falling under
either of the following subparagraphs:
1.
A person falling under Articles 11 (1) 1 (c) through 11 (1) 1 (f) of this
Decree and each item of Article 11 (1) 2 of this Decree; or 2. A person
who gives notice, in writing, that he/she refuses to receive a
prospectus.
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