[E-Daily Reporter Park Jung-Soo ] The process of transferring management control of TOEBOX KOREA, Ltd.(215480)has been mired in legal disputes from the very beginning. As soon as GGUMBI Inc.(407400)began the process of acquiring TOEBOX KOREA, Ltd., the second-largest shareholder filed for a preliminary injunction to prohibit the issuance of new shares, creating an unexpected complication in the procedure to change the largest shareholder.

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According to the Financial Supervisory Service’s electronic disclosure system on the 9th, TOEBOX KOREA, Ltd. announced that an application for a preliminary injunction prohibiting the issuance of new shares was confirmed by the Seoul Southern District Court on the 8th. The applicant is Golden Eagle International Trading Co., Ltd.
Golden Eagle, a major Chinese retail group, is the second-largest shareholder of TOEBOX KOREA, Ltd., holding a 12.60% stake. It participated as a strategic investor, investing approximately 5.5 billion won in 2016 as part of TOEBOX KOREA, Ltd.’s expansion into the Chinese market.
Previously, on the 26th of last month, TOEBOX KOREA, Ltd. signed a share transfer agreement with GGUMBI Inc. that entails a change in the largest shareholder and a transfer of management control. GGUMBI Inc. agreed to acquire 1,189,731 shares from the previous largest shareholder, Lee Seon-geun, and five others for approximately 10 billion won, and to participate in a third-party private placement (1,790,000 new shares) worth approximately 3.6 billion won.
Once all transactions are completed, GGUMBI Inc. is set to become the largest shareholder of TOEBOX KOREA, Ltd., holding 27.74% of the company through 2,979,731 common shares. Payment for the capital increase was completed on the 7th, and the new shares are scheduled to be listed on the 21st.
However, on the 6th—the day before the capital increase funds were to be paid—Golden Eagle, the second-largest shareholder, filed for a preliminary injunction to prohibit the issuance of new shares, causing the process of changing the largest shareholder to face an unexpected setback.
TOEBOX KOREA, Ltd. maintains that this rights offering was conducted in accordance with legal procedures. However, regarding Golden Eagle’s reason for filing the injunction, the company stated, “It is difficult for us to definitively state the applicant’s intentions,” adding, “We are currently reviewing the claims and legal issues outlined in the application with our legal counsel.”
Regarding whether the contract signed with GGUMBI Inc. contains a termination clause, the company replied, “As the contract includes confidential information, it is difficult to provide details.” Furthermore, when asked whether GGUMBI Inc. would continue with the acquisition even if the preliminary injunction were granted, the company stated, “We are not in a position to comment on that.”
Market observers note that since the third-party private placement is a key step in changing the largest shareholder, the court’s ruling could affect the future transaction schedule. In particular, as TOEBOX KOREA, Ltd.’s market capitalization has recently been fluctuating around 20 billion won—the threshold required to maintain its listing status—attention is focused on the outcome of this legal dispute.
An industry insider commented, “From Tobox’s perspective, this was a transaction pursued at a time when enhancing corporate value was crucial, but it has been embroiled in a legal dispute from the very start.” The insider added, “While the application for a preliminary injunction does not necessarily mean the deal will fall through, the key procedure for changing the largest shareholder has been put on hold, so we will have to wait for the court’s ruling to determine the future schedule.”
TOEBOX KOREA, Ltd. stated, “We plan to respond diligently to the relevant legal proceedings going forward,” adding, “We will inform the market of any matters subject to disclosure obligations—such as contract amendments or schedule adjustments—in accordance with relevant regulations.”