Merger Completion Report (Nov. 2, 2001)
2001-11-05On November 2, 2001, Kookmin Bank (the “New Kookmin”), which was established pursuant to the Merger Agreement entered between Kookmin Bank and H&CB on April 23, 2001, filed merger completion report with the Financial Supervisory Commission in Korea.
1. About the company
| Company name | Kookmin Bank |
|---|---|
| President & CEO |
Kim, Jung-Tae |
| Address of principal executive office |
9-1, 2-Ga, Namdaemun-Ro, Jung-Gu,Seoul, Korea |
| Authorized capital |
5 trillion Won |
| Paid-in capital |
1,498,487,310,000 Won |
| Issued and outstanding shares |
299,697,462 |
| Closing date of fiscal year |
End of December |
2. Merger progress and schedule
| Item | Date |
|---|---|
| Resolution of the board of directors on Merger Agreement |
04/23/2001 |
| Record date to determine shareholders who are eligible to vote |
08/08/2001 |
| Extraordinary shareholders’ meeting |
09/29/2001 |
| Exercise Period for appraisal rights |
10/06/2001- 10/15/2001 |
| Date of the merger |
10/31/2001 |
| Board of directors’ meeting for announcement of the merger completion |
11/01/2001 |
| Estimated listing date of new common stock on the Korea Stock Exchange |
11/09/2001 |
3. Major shareholders (including other related persons) of New Kookmin before and after the merger
(Unit: share, percentage)
| Shareholder | Common Stock | Before1) | New Kookmin | ||
|---|---|---|---|---|---|
| Number of Shares | Shareholding Ratio | Number of Shares | Shareholding Ratio | ||
| Korean Government | Kookmin Bank | 19,407,241 | 6.39 | 28,890,341 | 9.64 |
| H&CB | 17,395,517 | 14.50 | |||
| Goldman Sachs | Kookmin Bank | 33,016,284 | 10.88 | 20,561.140 | 6.86 |
| H&CB | 1,005,739 | 0.84 | |||
| ING | Kookmin Bank | - | - | 11,996,879 | 4.00 |
| H&CB | 11,996,879 | 9.99 | |||
| Bank of New York (Depositary of Deposit receipt) | Kookmin Bank | 19,992,623 | 6.59 | 26,561,857 | 8.86 |
| H&CB | 14,720,314 | 12.27 | |||
1) As of August 8, 2001
4. Appraisal rights
4.1 Price for appraisal rights
• Kookmin Bank: 13,968 Won
• H&CB: 22,441 Won
4.2 Calculation method
Pursuant to Articles 191(3) of the Securities and Exchange Act and 84-9 of the Enforcement Decree, share price for appraisal right was calculated by the arithmetic average of the weighted average daily closing price for the (A) two-month period, (B) one-month period and (C) one-week period ending one day prior to the date of resolution of board of directors.
4.3 Dissenting shareholders
During the same period, 63,637 common shares and 24,000,000 preferred shares were submitted to ask Kookmin Bank to buy back the relevant shares.
During the exercise period of the appraisal rights, 46,580 common shares and 17,790,000 preferred shares were submitted to H&CB to buy back the relevant shares.
4.4 Payment date and the source of the fund
Kookmin Bank and H&CB paid for the dissented shareholders on October 25, 2001. The source of the fund was from internal account.
4.5 Proposition of the acquired stock
Pursuant to the Merger Agreement between Kookmin Bank and H&CB, the New Kookmin did not issue and deliver new shares for the dissented stock.
5. Dissenting creditors
Submission period for dissenting creditors was from October 6, 2001 to October 15, 2001. There were no creditors who filed with the relevant bank the dissenting opinion in respect to the merger.
6. Legal proceeding in connection to the merger
| Subject | Filed with | Accuser | File date |
|---|---|---|---|
| Merger withdrawal | Seoul District Court | Yoon, Young Dae | March 19, 2001 |
| Merger Agreement nullification | Seoul District Court | Union labor of Kookmin Bank | September 6, 2001 |
| Merger Agreement nullification | Seoul District Court | Yoon, Young Dae and 49 others |
September 19, 2001 |
| Cancellation of the shareholders’ meeting for the merger | Seoul District Court | Kim, Dae Whan and 40 others | October 8, 2001 |
7. Merger ratio and merger compensation
New Kookmin issued and delivered one share of its common stock per 1.688346 share of common stock of Kookmin Bank.
New Kookmin issued and delivered one share of its common stock per one share of common stock of H&CB.
The aggregate number of shares of authorized capital stock of New Kookmin to be issued will be 1,000,000,000 shares. Out of the authorized capital, 299,697,462 shares have been issued at the time of its incorporation.
No compensation was made in connection with the merger.
8. Other
The merged bank was register to be incorporated on November 1, 2001 in Korea.