SIGNATURES |
1. | Subject | Business Acquisition | ||||
2. | Details | (1) Business being acquired: Fixed-line network business and its ancillary business | ||||
(2) Description of business: Fixed-line network business, ancillary business, assets, liabilities and all other rights and obligations in connection thereto | ||||||
(3) Acquisition price: Won 892,850,000,000 | ||||||
(4) Purpose of acquisition: Optimize service through increased network efficiency by internalizing mobile phone transmission lines | ||||||
(5) Expected closing date: September 30, 2009 | ||||||
(6) Details of Seller: | ||||||
Name: SK Networks | ||||||
Paid-in-capital: Won 635,676,652,500 | ||||||
Principal executive office: 104-28 Younghwa-dong Jang An-gu, Suwon, Gyonggi-do, Korea | ||||||
Relationship with the Company: affiliate | ||||||
(7) Expected benefits: | ||||||
Internalization of transmission lines may lower network operation costs and increase efficiency | ||||||
Increase competitiveness by integrating networks | ||||||
(8) Shareholder appraisal rights: Not applicable | ||||||
(9) Proposed date of general meeting of shareholders: Not applicable | ||||||
(10) Board of Directors resolution date: May 21, 2009 | ||||||
Attendance of Outside Directors: 5 out of 5 in attendance | ||||||
Attendance of Audit Committee Member: In attendance | ||||||
(11) Back-door listing: Not applicable | ||||||
(12) Back-door listing of a corporation other than the Company: Not applicable | ||||||
(13) Reporting requirement to Korea Fair Trade Commission: Applicable | ||||||
3. | Date of Resolution | May 21, 2009 | ||||
4. | Other noteworthy matters |
The financial conditions of the business being acquired is as follows (in
millions of Won) |
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§ | Assets: Won 654,074 as of March 31, 2009 (3.40% of that of the Company) | |||||
§ | Revenue: Won 416,533 for 2008 (3.57% of that of the Company) | |||||
§ | Liabilities: 627,815 as of March 31, 2009 (6.90% of that of the Company) | |||||
We obtained valuation from an outside agency on the appropriateness of the
acquisition price |
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The acquisition price, closing date and other terms may change pursuant to
the purchase agreement or mutual agreement between the parties |
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This acquisition is subject to approval by the general meeting of
shareholders of SK Networks and may not close depending on the results of SK
Networks general meeting of shareholders or if the aggregate appraisal
amount for SK Networks shareholders exceed Won 20,000,000,000 |
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This acquisition may not close if we cannot obtain necessary approvals and
licenses, etc., from regulatory agencies in relation to the business to be
acquired |
SK Telecom Co., Ltd. (Registrant) |
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By: /s/ Tae Jin Park | ||||
(Signature) | ||||
Name: | Tae Jin Park | |||
Title: | Vice President | |||