Kakao's plan for a spin-off has gained favorable momentum. The proportion of shares held by shareholders opposing the absorption merger of Kakao Investment into Kakao is negligible, falling short of the threshold required to block a small-scale merger. As a result, Kakao can now proceed with the merger proposal without holding a separate shareholder meeting.
According to industry sources on the 22nd, during the period from the 7th to the 21st when opposition votes were collected regarding the Kakao Investment merger, the Kakao shares held by opposing shareholders amounted to only about 2% of the total issued shares. Kakao plans to convene a board meeting on November 6 to approve the absorption merger of Kakao Investment.
Under the Commercial Act, if the combined shares held by shareholders opposing a small-scale merger reach 20% or more of the total issued shares, shareholder meeting approval cannot be replaced by board approval. However, since this threshold was not met in this case, the merger can be approved solely through a board resolution. Kakao's labor union and others had encouraged shareholder participation to gather at least 20% of opposing shares but ultimately failed to block the merger.
Kakao is currently moving forward with an organizational restructuring plan to spin off Kakao AI in January next year and rename the surviving entity as Kakao X. The merger with Kakao Investment is a procedural step to secure investment resources for Kakao X, which will continue after the spin-off. Kakao AI will be responsible for Kakao Talk, artificial intelligence, advertising, and commerce, while Kakao X will oversee content, mobility, and tech finance.
During the company split process, approximately 2.3 trillion won in cash assets currently held by the existing Kakao will be transferred to Kakao AI. Kakao X plans to secure the cash and investment assets of Kakao Investment to utilize them for growth investments and shareholder returns.
Kim Do-young, the designated CEO of Kakao X, stated at a meeting with minority shareholders on the 16th that "since approximately 2.3 trillion won in existing Kakao's cash will be transferred to Kakao AI, Kakao X requires investment resources," and added, "We plan to merge and utilize the cash and investment assets of Kakao Investment."
in TECH
