[Edaily Marketin Reporter Hur Jieun ] U.S.-based investment firm Terton Capital, which holds approximately 3% of GOLFZON NEWDIN HOLDINGS Co., Ltd.(121440) ’s shares, has publicly presented four demands to the company’s board of directors and urged them to respond by the 10th. Turton has demanded that GOLFZON HOLDINGS agree to the sale of Golfzon County and return the 250 billion won in proceeds from the sale to all shareholders. It also demanded an explanation regarding allegations that the board of directors was aware of the planned sale during the largest shareholder’s tender offer but failed to inform shareholders.
According to investment banking (IB) industry sources on the 5th, Turton disclosed the contents of a presentation it plans to submit to the GOLFZON HOLDINGS board of directors that day. Previously, Turton had sent three Seohan to the board between September 16 and November 2 and received two responses from GOLFZON HOLDINGS on October 29 and November 4. However, Turton pointed out that it determined these responses did not provide substantive answers to the core issues.
At the center of the controversy is the tender offer conducted last August by SJ Investment Holdings (SJ), a company affiliated with former CEO Kim Won-il, the largest shareholder. According to Turton Capital, SJ’s amended tender offer statement included a clause stating that the largest shareholder and his related parties were not involved in the process of MBK Partners’ sale of GOLFZON Co., Ltd. and that the possibility of such a sale could not be predicted. SJ is a special purpose company (SPC) established last April with a capital of 175 million won by Kim Won-il, the former CEO of GOLFZON Co., Ltd. and eldest son of GOLFZON Group founder Chairman Kim Young-chan.
Turton pointed out that the tender offer statement submitted by SJ made no mention of MBK Partners’ drag-along right, nor of the listing deadline stipulated in the shareholders’ agreement, which had already expired in June 2023. According to Terton, in this tender offer, 9,742,319 shares—representing approximately 25% of the company’s equity—were transferred to SJ at 6,700 won per share, totaling about 65.3 billion won; Terton explained that SJ financed approximately 76% of the funds through borrowing.
It is also reported that GOLFZON HOLDINGS joined the bidding war for Golfzon County. Terton noted that it was reported the company, along with Warburg Pincus, participated in the bidding until the very end, and that MBK had also offered the company an opportunity to acquire the business prior to the external sale. The key issue, Terton argued, is whether the board of directors was already aware of these circumstances at the time of the tender offer.
Turton also raised concerns about Samjung KPMG, the financial advisor described by the special committee formed by the board as “independent.” Samjung KPMG was also appointed as a co-advisor to MBK for the GOLFZON Co., Ltd. sale; however, it was reported that in July, the firm advised the special committee that the GOLFZON Co., Ltd. sale was “not mature enough to be reflected in the valuation.”
Ryan Albert, CEO of Turton Capital, countered, “GOLFZON HOLDINGS portrays itself as a victim of private equity funds, but the real victims are the minority shareholders.” He continued, “The company agreed to the tag-along right and participated in the same bidding process, only to lose,” adding, “Now, it is threatening to block a sale that would preserve approximately 250 billion won in cash value intended for all shareholders.” He argued that the lawsuit could jeopardize the sale proceeds during the attempt to secure management control.
Meanwhile, Turton warned that if the GOLFZON HOLDINGS board fails to respond by the deadline, it will supplement the complaint filed with the Financial Supervisory Service and exercise all its rights as a shareholder, including exercising its voting rights at the 2027 annual general meeting of shareholders.
