A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-08-05) →
What happened
Decision on Business Acquisition, version 6.0, Joosung Corporation Material Event Report / Exchange Reporting Obligation Matter To the Financial Services Commission / Korea Exchange, July 9, 2026 Company name: Joosung Corporation CEO: Heo Yong-ho Head office address: 307 Sigok-ro, Dangjin-si, Chungcheongnam-do (Phone) 070-7563-6333 (Website) http://joosungcorp.com Preparer in charge: (Title) Director (Name) Park Dae-won (Phone) 02-2027-4707
Decision on Business Acquisition
1. Business acquired: part of the logistics business of B&P Joosung Co., Ltd. 2. Main content of the business acquired: the entire international freight-forwarding (multimodal transport brokerage) logistics business segment of B&P Joosung Co., Ltd. 3. Acquisition price (KRW): 20,000,000,000 - Whether the entire business is being acquired: Yes - Financial details (KRW): business segment acquired (A) / the company as a whole (B) / ratio (A/B) Assets: 7,894,041,782 / 41,985,605,299 / 18.80% Revenue: 18,211,714,852 / 85,403,171,510 / 21.32% Liabilities: 3,106,247,151 / 13,046,298,800 / 23.81% 4. Purpose of acquisition: creating synergy with the company's existing logistics business and enhancing corporate value 5. Expected impact: expanding the business area and increasing revenue and profit through the acquisition 6. Expected acquisition dates: contract execution date July 9, 2026; acquisition record date August 10, 2026 7. Counterparty: B&P Joosung Co., Ltd., capital stock (KRW) 300,000,000; main business: multimodal transport brokerage for ocean and air import/export; head office address: 1 Toegye-ro 36-gagil, Jung-gu, Seoul; relationship with the company: largest shareholder 8. Payment of the acquisition price 1. Total acquisition price: KRW 20,000,000,000 2. Payment form: cash 3. Amount and timing: deposit KRW 4,000,000,000 (20%), payable July 9, 2026 (upon execution of the definitive agreement); balance KRW 16,000,000,000 (80%), payable August 10, 2026 (upon general meeting approval) 4. Financing method: cash on hand and issuance of convertible bonds Note: payment is expected after the agenda item passes at the extraordinary general meeting scheduled for August 7, 2026; if rejected, the agreement terminates and the price will not be paid. The above schedule and price may change as the process proceeds.
9. Matters concerning external appraisal Whether conducted: Yes Basis/reason: prepared for use as an attachment to the material event report filed with the Financial Supervisory Service under Financial Investment Services and Capital Markets Act Article 161 and its Enforcement Decree Article 171 External appraisal institution: Samdeok Accounting Corporation External appraisal period: May 18, 2026 to June 26, 2026 External appraisal opinion: Samdeok Accounting Corporation (the "appraiser") assessed, as of a valuation date of March 31, 2026, the appropriateness of the business transfer price for Joosung Corporation (a KOSPI-listed company) acquiring the logistics business segment of the unlisted company B&P Joosung Co., Ltd., under an appraisal services agreement between the parties. Where the acquisition price the company presented falls within the value range produced by applying one or more suitable external appraisal methods (income approach, asset-based/cost approach, or market approach) after comprehensively considering the characteristics of the assets, business and transaction, the appraiser opines that the acquisition price is "appropriate." This opinion letter was prepared solely as an attachment to the material event report for this acquisition and may not be used for any other purpose or by any other party. The appraiser complied with the Korean Institute of Certified Public Accountants' "Performance Standards for External Appraisal Business under the Capital Markets Act" (November 2024), Samdeok Accounting Corporation's own quality-control policy for such engagements, and relevant ethical requirements including the fairness provisions of the Code of Ethics for Certified Public Accountants. The appraiser applied the discounted cash flow (DCF) method. As of the valuation date, the business segment's value is calculated to fall within a range of KRW 18,099 million to KRW 23,688 million; the KRW 20,000 million acquisition price agreed between the company and the transferor is therefore judged appropriate, as it falls within that range.
10. Whether a special resolution of the general meeting is required: Yes - Expected general meeting date: August 7, 2026 - Matters concerning appraisal (stock purchase request) rights Exercise requirements: under Commercial Act Article 374-2 and Financial Investment Services and Capital Markets Act Article 165-5, a shareholder registered as of the record date who gives written notice of opposition before the day prior to the general meeting resolution may, within 20 days of the resolution date, request in writing that the company purchase the shares owned (limited to shares continuously held from the record date to the date of exercise, and partial requests are allowed); rights lapse for shares sold and reacquired during that period, and a request cannot be withdrawn once exercised; a shareholder who gave advance notice of opposition but then voted in favor at the general meeting may not exercise the right. As the acquirer is KOSPI-listed, it must complete the purchase within one month of the end of the exercise period. Expected purchase price: KRW 1,566 Exercise procedure, method, period, place: (1) Method of expressing opposition: a shareholder registered as of the record date (continuously holding until the notice date) who wishes to exercise appraisal rights must give the company written notice of opposition to the board resolution before the general meeting. A beneficial shareholder must notify the relevant securities company by 3 business days before the general meeting; that company reports the compiled notices to the Korea Securities Depository by 2 business days before the meeting, and the Depository notifies the company before the meeting date on the shareholder's behalf. Deadlines vary by securities company; a shareholder may also notify the company directly in writing before the general meeting. (2) Method of exercising the purchase request: a shareholder who gave notice of opposition may, within 20 days of the resolution date, request in writing that the company purchase the shares owned (limited to shares continuously held until exercise). A beneficial shareholder may submit an appraisal-right exercise application to the relevant securities company, which the Korea Securities Depository will submit on the shareholder's behalf if received 2 business days before the end of the purchase-request period; a shareholder may also exercise the right directly with the company in writing by the close of business on the last day of the period. (3) Exercise period: record date for the register of shareholders, July 15, 2026; period for receiving notices of opposition to the business acquisition, July 9, 2026 to August 6, 2026; expected general meeting date, August 7, 2026; appraisal-right exercise period, August 7, 2026 to August 28, 2026. (4) Exercise venue: beneficial shareholders, the relevant securities company; registered (special-account) shareholders, B-dong, 10th floor, Unit 1010, 40 Imi-ro, Uiwang-si, Gyeonggi-do (Poil-dong, Indeokwon IT Valley). Expected payment timing/method: within one month of the end of the exercise period; special-account holders paid in cash or by transfer to the shareholder's registered account, beneficial shareholders by transfer to their own account at the relevant securities company. Matters concerning restriction of appraisal rights: a shareholder who gave advance written notice of opposition but then voted in favor at the general meeting may not exercise the right; only shares continuously held from the record date to the exercise date qualify. Effect on the contract: if the business acquisition is not approved at the general meeting, the agreement terminates without further notice; if the total purchase price under appraisal rights exercised by the acquirer's dissenting shareholders exceeds KRW 5 billion, the buyer may terminate the agreement by written notice to the seller.
11. Board resolution (decision) date: July 9, 2026 (outside directors present: 5, absent: 0; audit committee member attendance: present) 12. Whether this constitutes a backdoor listing: No - Plans for a third-party-placement capital increase, etc. within the next 6 months: Yes 13. Whether another company's backdoor-listing requirements are met: not applicable 14. Whether subject to Fair Trade Commission reporting: not applicable 15. Put option or similar contract: No. Contract details: - 16. Plans for future corporate restructuring: no separate corporate entity will be established; the business will be operated within the acquiring company as a division. 17. Other material matters relevant to investment decisions 1) The assets and liabilities of the "business segment acquired (A)" in item 3 are as of March 31, 2026; revenue covers January 1 to March 31, 2026. The "company as a whole (B)" figures are based on the consolidated financial statements under K-IFRS for the 17th full fiscal year (January 1 to December 31, 2025). 2) In item 6, "contract execution date" is the date of the company's board resolution and both parties' signing; "acquisition record date" is the effective date of the transfer; the closing date (when succession procedures are complete) may change with the agreement terms and regulatory notification schedule. 3) The counterparty's "capital stock" in item 7 is based on the 2025 year-end audit report. 4) Expected purchase price for appraisal rights ① Price proposed by the company: under Enforcement Decree Article 176-7(3)(1) of the Financial Investment Services and Capital Markets Act, calculated as the arithmetic mean of the volume-weighted average closing prices over the past 2 months, 1 month, and 1 week before the day prior to the board resolution. [Calculation] 2-month volume-weighted average closing price: 1,664 (May 9, 2026 - July 8, 2026); 1-month: 1,580 (June 9, 2026 - July 8, 2026); 1-week: 1,452 (July 2, 2026 - July 8, 2026). Reference purchase price [(sum)/3]: 1,566.
[Basis for calculating the expected purchase price] (Unit: KRW, shares), date: closing price; trading volume; closing price x trading volume: 2026-07-08: 1,603; 493,749; 641,873,700 2026-07-07: 1,439; 331,768; 477,414,152 2026-07-06: 1,495; 275,491; 411,859,045 2026-07-03: 1,517; 239,796; 363,770,532 2026-07-02: 1,595; 363,255; 579,391,725 2026-07-01: 1,704; 365,990; 623,646,960 2026-06-30: 1,590; 143,180; 227,656,200 2026-06-29: 1,557; 352,109; 548,233,713 2026-06-26: 1,592; 555,638; 884,575,696 2026-06-25: 1,531; 458,401; 701,811,931 2026-06-24: 1,721; 486,458; 837,194,218 2026-06-23: 1,610; 940,037; 1,513,459,570 2026-06-22: 1,701; 666,331; 1,133,429,031 2026-06-19: 1,650; 572,646; 944,865,900 2026-06-18: 1,561; 238,428; 372,186,108 2026-06-17: 1,603; 1,203,417; 1,929,077,451 2026-06-16: 1,530; 299,868; 458,798,040 2026-06-15: 1,490; 157,224; 234,263,760 2026-06-12: 1,500; 315,609; 473,413,500 2026-06-11: 1,512; 289,966; 438,428,592 2026-06-10: 1,503; 837,596; 1,258,906,788 2026-06-09: 1,722; 647,275; 1,114,607,550 2026-06-08: 1,617; 552,774; 893,835,558 2026-06-05: 1,815; 1,250,327; 2,269,343,505 2026-06-04: 1,767; 1,936,664; 3,422,085,288 2026-06-02: 1,660; 1,319,282; 2,190,008,120 2026-06-01: 1,632; 4,917,179; 8,024,836,128 2026-05-29: 1,369; 389,835; 533,684,115 2026-05-28: 1,348; 522,420; 704,222,160 2026-05-27: 1,413; 386,927; 546,727,851 2026-05-26: 1,530; 466,304; 713,445,120 2026-05-22: 1,536; 264,186; 405,789,696 2026-05-21: 1,509; 523,019; 789,235,671 2026-05-20: 1,452; 1,123,876; 1,631,867,952 2026-05-19: 1,445; 525,819; 759,808,455 2026-05-18: 1,512; 586,653; 887,019,336 2026-05-15: 1,591; 731,116; 1,163,205,556 2026-05-14: 1,733; 580,554; 1,006,100,082 2026-05-13: 1,792; 800,252; 1,434,051,584 2026-05-12: 1,886; 2,630,102; 4,960,372,372 2026-05-11: 1,860; 5,092,530; 9,472,105,800
2-month volume-weighted average closing price (May 9, 2026 - July 8, 2026): 1,664 1-month volume-weighted average closing price (June 9, 2026 - July 8, 2026): 1,580 1-week volume-weighted average closing price (July 2, 2026 - July 8, 2026): 1,452 Arithmetic mean of the three: 1,566
② Method of handling if negotiation fails: under Financial Investment Services and Capital Markets Act Article 165-5, the price is determined based on the shares' trading price on the securities market; a dissenting shareholder may petition the court to determine the purchase price. ③ Matters concerning the purchase price and exercise of appraisal rights may change through consultation with shareholders if necessary. ④ Exercise procedure, method, period, place: as described above under item 10 (method of expressing opposition, method of exercising the purchase request, exercise period July 9, 2026 to August 6, 2026 for opposition and August 7-28, 2026 for exercise, and exercise venues), with the same restriction that a shareholder who voted in favor at the general meeting after giving advance notice of opposition may not exercise the right, and the same effect on the contract (termination without notice if not approved at the general meeting; buyer's termination right if dissenting shareholders' purchase price total exceeds KRW 5 billion).
c. Summary of past or present interests with the business-acquisition counterparty - Transactions in the past 3 years (excluding routine transactions): none in the current year (2026), the previous year (2025), or the year before that (2024).
Related disclosures: None
| Filed | 2026-07-09, Material event report (business acquisition) |
|---|---|
| Source | DART rcept 20260709000538 → open original filing |
Versions of this filing
- 2026-07-09Original (this page)
- 2026-08-05Amendment 1
Source: DART. Information only, not investment advice.
