Lotte SamKang Co., Ltd. completed the acquisition of Lotte Ham & Milk Co., Ltd from Lotte Chilsung Beverage Co., Ltd., Lotte Construction Co., Ltd., Hotel Lotte Co., Ltd., Lotte Logistics Corp., Lotte Shopping Co., Ltd. and others.
January 02, 2013 at 11:00 pm EST
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Lotte SamKang Co., Ltd. (KOSE:A002270) signed a statutory merger agreement to acquire Lotte Ham & Milk Co., Ltd from Lotte Chilsung Beverage Co., Ltd. (KOSE:A005300), Lotte Construction Co., Ltd., Hotel Lotte Co., Ltd., Lotte Logistics Corp., Lotte Shopping Co., Ltd. (KOSE:A023530) and others for KRW 38.4 billion in stock on October 5, 2012. Under the terms of the agreement, the purchase consideration shall be satisfied by issue of 0.0406861 share of Lotte SamKang Co., Ltd. for every 1 share of Lotte Ham & Milk Co., Ltd and in total 0.06 million shares will be issued. Post acquisition, Lotte SamKang Co., Ltd. will survive and Lotte Ham will be dissolved. For the year ending December 31, 2011, Lotte Ham & Milk Co., Ltd had total assets of KRW 238.2 billion, shareholders equity of KRW 66.07 billion, revenue of 455.89 billion and net profit of KRW 1.69 billion. The deal is resolved by Board of Directors on October 5, 2012. The general meeting of the stockholders for merger approval is on November 15, 2012. The period of submission of objections from creditors is from November 16, 2012 to December 17, 2012. The deal is expected to complete by January 1, 2013 and will be registered on January 3, 2012. As of October 8, 2012, the deal is submitted to Financial Services Commission.
The general meeting date of the stockholders has been revised to November 13, 2012. The share submission period and period of submission of objections from creditors is from November 14, 2012 to December 15, 2012. The transaction will be cancelled in case that the shareholder that retains 20% of the total shares issued by the surviving company submits objection to the merger within the 2 weeks from the notification date, if the amount Lotte Ham & Milk Co should pay due to the exercise of stock option after the approval of merger contract from the general shareholders' meeting of Lotte Ham & Milk Co., Ltd exceeds KRW 10 billion. The transaction will be cancelled if approval from Board of Lotte Ham and Lotte SamKang; Lotte Ham shareholders and related government institutions are denied. As of November 13, 2012, the transaction has been approved by Board of Directors and shareholders of Lotte SamKang Co., Ltd.
Lotte SamKang Co., Ltd. (KOSE:A002270) completed the acquisition of Lotte Ham & Milk Co., Ltd from Lotte Chilsung Beverage Co., Ltd. (KOSE:A005300), Lotte Construction Co., Ltd., Hotel Lotte Co., Ltd., Lotte Logistics Corp., Lotte Shopping Co., Ltd. (KOSE:A023530) and others on January 3, 2013.
Lotte Shopping Co Ltd is a Korea-based company mainly engaged in the operation of department stores. The Company operates its business through six segments. The Department Store segment is involved of the installation and operation of department stores such as Lotte Depart Store. The Company operates its department stores within the domestic market and to overseas markets, including Vietnam, Russia, Indonesia and China. The Discount Store segment is involved of the installation and operation of discount stores. The Electronics Store segment is engaged in the sale of home appliances and computers and communication devices. The Super segment is engaged in the operation of supermarkets and the rental of real estate. The Home Shopping segment mainly engages in home shopping and e-commerce business through Internet shopping mall and mobile. The Other segment engages in the businesses including the sale of cosmetics, food and other consumer goods, the operation of movie theaters and others.
LOTTE SHOPPING CO., LTD. 
