"As South Korea's corporate governance reform moves in the right direction, the rights of minority shareholders are gradually being increasingly respected. I believe Golfzon Holdings' decision to withdraw its delisting is a clear example of this positive change."
Ryan Albert, founder and CEO of Terton Capital, made these remarks in a recent interview with MoneyToday. Terton Capital is a foreign fund that primarily invests in companies across Asia and the Pacific region and currently holds shares in Golfzon Holdings.
Recently, during S&J Investment Holdings' public tender offer aimed at delisting Golfzon Holdings, Terton Capital sent an open letter questioning the fairness of the offer price, drawing attention from both domestic and international minority shareholders.
S&J Investment Holdings, a special purpose vehicle (SPV) of Won & Partners, conducted two public tender offers for Golfzon Holdings in June and August. The offer price was 6,700 won per share in both rounds. However, Terton Capital argued that the offer price failed to properly reflect Golfzon Holdings' true value.
Considering the company's book value and the value of its subsidiary, Golfzon County, which is currently being sold, Terton Capital estimated the fair price should be approximately 31,100 won per share.
In fact, after the tender offer began, Golfzon Holdings' stock price rose to 8,250 won, exceeding the offer price. The participation rate for the second round of the tender offer was recorded at 0%. Subsequently, it is reported that S&J Investment Holdings abandoned its delisting plan and decided to pursue a value-up program instead.
Albert said, "It is historically unprecedented that not all minority shareholders participated in the tender offer," adding, "This indicates that Golfzon Holdings' minority shareholders understand their shareholder rights."
He evaluated this case as a result of South Korea's corporate governance improvement efforts, including amendments to the Commercial Act and the value-up program policy. The analysis suggests that with strengthened legal protections for minority shareholders through the Commercial Act revision, minority shareholders actively exercised their rights.
Albert predicted that positive changes driven by corporate governance reform movements will continue in the future, similar to the Golfzon Holdings case. He foresaw that the Korean market would become healthier and that issues such as the "Korean discount" could gradually be resolved.
He said, "South Korea has many excellent small- and medium-sized enterprises, but these companies have traded at significant discounts compared to their asset values or peer companies overseas." He diagnosed this was due to market expectations of controlling shareholders converting companies into private entities, merging with affiliates, or conducting transactions at low prices.
He continued, "In this context, recent legal changes in South Korea are establishing proper incentives for fair treatment of minority shareholders and shifting toward realizing corporate potential. This will be a remarkable development for the Korean stock market."
He added, "I hope these reforms accelerate further and that companies take them seriously. Foreign investors are also paying close attention to these developments."
Albert emphasized that such changes must serve as a foundation for enhancing corporate value. Since S&J Holdings has not only withdrawn Golfzon Holdings' delisting plan but also announced plans to implement a value-up program, he argued that both the company and shareholders should now focus on jointly increasing shareholder value.
Regarding S&J Holdings' potential implementation of a value-up program strategy, Albert expressed willingness to support it.
He also proposed specific measures for Golfzon Holdings: establishing an investor relations (IR) team and strengthening shareholder communication; publicly disclosing plans to enhance corporate valuation including key performance indicators (KPIs); revealing the expected timeline and allocation plan for proceeds from the sale of Golfzon County prior to its disposal; and selling some of its real estate assets.
He said, "Funds secured through real estate sales can be used for dividends or other purposes to enhance shareholder value." He hoped that Golfzon Holdings will become a model case of excellent corporate governance.
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