Kakao's Spin-Off Postponed to February Next Year… Split Ratio Also Slightly Adjusted
Additional Time Required for Preliminary Review of Relisting… Split Date Set for February 1 Next Year
An Additional 263.6 Billion Won Invested in AI… Net Assets Expand to Approximately 3.2 Trillion Won
X to Execute 150 Billion Won of Its 300 Billion Won Treasury Stock Buyback Plan Early, Before the Split
Split Ratio Expected to Change to Reflect Asset Allocation and Share Buybacks
[Edaily Reporter Lee So-Hyun ] Kakao(035720)is delaying the schedule for its spin-off into Kakao AI and Kakao X by about one month. This move comes as the preliminary review for Kakao AI’s relisting has taken longer than expected.
In addition, the company plans to allocate an additional 263.6 billion won in cash to Kakao AI and adjust the split ratio by bringing forward part of the share buyback and cancellation originally scheduled for after the spin-off.
In a corrected disclosure on the 5th, Kakao announced that it has changed the effective date of the spin-off from January 1, 2027, to February 1.
The extraordinary general meeting to approve the spin-off has been postponed from December 17 of this year to January 15 of next year, while the scheduled dates for Kakao AI’s relisting and Kakao X’s re-listing have been pushed back from January 27 to February 25 of next year, respectively.
The pre-split capital allocation will also be adjusted. Kakao plans to allocate an additional 263.6 billion won in cash to Kakao AI, increasing its net assets from approximately 2.9 trillion won to approximately 3.2 trillion won. The additional funds will be used for acquisitions of assets related to Kakao AI, among other purposes.
The shareholder return plan will also be partially accelerated. Originally, Kakao X was scheduled to repurchase and cancel 300 billion won worth of treasury stock after the spin-off, but Kakao will execute 150 billion won of this amount prior to the spin-off. Kakao plans to use funds such as cash dividends received from Kakao Investment to begin repurchasing treasury stock starting on the 6th and cancel the entire amount before the spin-off date. The remaining 150 billion won will be executed by Kakao X sometime in 2027, following the spin-off.
Reflecting this cash distribution and the buyback and cancellation of treasury stock, the split ratio between Kakao X and Kakao AI is expected to be adjusted from the previous ratio of approximately 0.635 to 0.364 to approximately 0.611 to 0.388. The final ratio may vary slightly depending on the actual results of the treasury stock acquisition and cancellation. The disclosure states that the split ratio and allocation ratio may change to reflect the 413.6 billion won in cash dividends to be received from Kakao Investment and others, the 263.6 billion won in additional allocations to Kakao AI, and the effects of the treasury stock acquisition and cancellation.
The schedule for the merger of Kakao Investment into Kakao X has also been postponed from January 1 to February 1 of next year to align with the spin-off. The two companies also amended the profit distribution restriction clause in the merger agreement to allow Kakao Investment to pay an interim dividend to Kakao prior to the merger.
This adjustment is interpreted as a reallocation of capital designed to enhance Kakao AI’s investment capacity and execute a portion of shareholder returns early, while maintaining the overall framework of the spin-off.
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