Domestic private equity fund (PEF) manager VIG Partners is acquiring the management rights of VIOL, a publicly listed beauty medical device corporation. Subsequently, it plans to initiate a voluntary delisting through a public buyback of the remaining equity.
VIG Partners announced on the 18th that it has signed a stock purchase agreement (SPA) to acquire 20,304,675 shares (34.76%) owned by DMS, VIOL's largest shareholder, through a special purpose company (SPC) named Vienna Investment Purpose Company.
Thereafter, VIOL's common shares, ranging from 12,125,998 to 37,438,265 shares, will be publicly bought back at 12,500 won per share. The public buyback price is 11.6% higher than the previous day's closing price (11,200 won). The buyback scale is estimated to be between 151.6 billion and 468 billion won.
If the total number of shares applied for in the public buyback falls short of the minimum target number of 12,125,998 shares, none of the applied shares will be purchased. The public buyback will take place over 20 days from the 18th of this month to the 7th of next month. The lead underwriter is NH Investment & Securities.
After the public buyback is completed, a cash-contribution type stock exchange process is planned. The cash-contribution type stock exchange involves the comprehensive transfer of shares held by shareholders of a company that will become a wholly-owned subsidiary to the complete holding company in exchange for cash.
The current largest shareholder, DMS, will sell 7% of its holdings and plans to contribute the remaining equity of approximately 28% as an in-kind contribution to the SPC at the same price as the public buyback. Through this, DMS will become the second-largest shareholder of the SPC and participate in management. Recently, beauty medical device companies like Lutronic and JC Medical have also successfully transitioned to complete subsidiaries through cash-contribution type stock exchanges and delisted.
Founded in 2009, VIOL has developed devices related to wrinkle improvement, skin lifting, acne, and scar treatment based on micro-needling system core technology and high-frequency signal control technology. It became listed on the KOSDAQ market in 2020 through a merger with IBKS No. 11 SPAC. In the first quarter of this year, it recorded revenues of 16.7 billion won and an operating profit of 10.4 billion won.
On this day, in the pre-market, VIOL is trading at 12,280 won, up 1,080 won (9.64%) from the previous trading day.