Public notice is hereby given pursuant to Article 134, Paragraph 1 of the Financial Investment Services and Capital Markets Act (the “Capital Markets Act”) of the intention to conduct a tender offer for the common shares of Lotte Rental Co., Ltd. from November 6, 2026 to December 3, 2026 (for a period of 28 days).
- Tender Offeror: Lexicon Korea Holdco Inc. (the “Tender Offeror”)
- Shares Subject to the Tender Offer: registered common shares of Lotte Rental Co., Ltd. (the “Target Company”)
- Tender Offer Period: November 6, 2026 – December 3, 2026 (28 days)
- Tender Offer Price: KRW 59,000 per share
- Number of Shares to Be Purchased: 14,097,325 shares (approximately 38.83% of the total number of shares issued)
- Place for Tendering: Head office and branches of KB Securities Co., Ltd., and online channels (HTS and MTS)
1. Status of the Tender Offeror and its specially related persons
(1) Person making the tender offer: Lexicon Korea Holdco Inc.
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Classification |
Domestic corporation |
Nationality |
Republic of Korea |
|
|
Name |
Lexicon Korea Holdco Inc. |
|||
|
Address (head office) |
Toegye-dong, Chuncheon-si, Gangwon Special Self-Governing Province |
Date of birth or business registration no. |
501-88-03454 |
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|
Business |
Investment business |
Relationship with the Target Company |
Largest shareholder |
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(2) Matters concerning the Tender Offeror and its specially related persons
① Status of the Tender Offeror and its specially related persons
Details of the specially related persons of the Tender Offeror who own shares of the Target Company are as follows:
|
Classification |
Name |
Specific relationship with the Tender Offeror |
Date of birth or |
Share capital |
Largest shareholder |
Business |
Relationship with the Target Company |
||
|
Other organization |
TPG Lexicon, LP |
Largest Shareholder |
MC-138176 |
– |
TPG Asia VIII SPV GP, LLC |
Investment business |
Other |
||
|
Foreign corporation |
TPG Asia VIII SPV GP, LLC |
Joint holder |
391147 |
– |
TPG Asia GenPar |
Investment business |
Other |
||
|
Note |
TPG Asia VIII SPV GP, LLC is the general partner of TPG Lexicon, LP (the largest shareholder of Lexicon Korea Holdco Inc., the reporting person) and is a holder equivalent to an owner. |
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② Holdings of shares by the Tender Offeror and its specially related persons
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(Reference date: November 5, 2026) |
(Unit: shares, %) |
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Name |
Relationship |
Shares Held |
Total (shares) |
Share-holding Ratio (%) |
||
|
Common Shares |
Warrants |
Convertible Bonds |
||||
|
Lexicon Korea Holdco Inc. |
Tender Offeror itself |
22,212,063 |
– |
– |
22,212,063 |
61.17 |
2. Issuer of the shares subject to the tender offer: Lotte Rental Co., Ltd.
3. Purpose of the tender offer:
(1) Pursuit of conversion of the Target Company into a wholly-owned subsidiary and voluntary delisting through the acquisition of its remaining shares
Through this tender offer, the Tender Offeror seeks to acquire the remaining 14,097,325 common shares, being the 36,309,388 issued common shares of the Target Company as of the filing date of the tender offer statement less the 22,212,063 common shares owned by the Tender Offeror, and intends to carry out this tender offer procedure for the purpose of taking the Target Company private through a voluntary delisting as promptly as possible by the procedures and methods permitted under the relevant laws and regulations, and making the Target Company a wholly-owned subsidiary of the Tender Offeror.
Shares subject to the tender offer
All of the remaining 14,097,325 common shares, being the 36,309,388 issued common shares of the Target Company as of the filing date of this tender offer statement less the 22,212,063 shares excluded from the tender offer
Shares excluded from the tender offer
22,212,063 common shares held by the Tender Offeror
The Tender Offeror has not set a minimum tender quantity as a purchase condition of this tender offer, and intends to purchase, in cash at KRW 59,000 per share, all of the shares validly tendered in accordance with the terms set forth in the tender offer statement. The method of pursuing the conversion into a wholly-owned subsidiary and the delisting following this tender offer will be determined taking into account the results of the tender offer and whether the relevant requirements are satisfied. For the specific plans, please refer to III. Purpose of the Tender Offer and Future Plans in the tender offer statement.
(2) Provision to general shareholders of an opportunity to sell at the same price as the sale price of the controlling stake
Through this tender offer, the Tender Offeror intends to provide general shareholders with an opportunity to sell their shares for cash at KRW 59,000 per share. This price is the same as the per-share sale price under the share purchase agreement entered into by the Tender Offeror on August 11, 2026 with Hotel Lotte Co., Ltd., the former largest shareholder of the Target Company, and Busan Lotte Hotel Co., Ltd., a major shareholder (the “SPA”).
By offering the same price to general shareholders through a separate tender offer procedure, the Tender Offeror intends to provide general shareholders, too, with an opportunity to recover their investment at a share price reflecting the control premium. Through this, the Tender Offeror intends to protect the rights and interests of shareholders and to provide shareholders with an opportunity to recover their investment on fair terms.
(3) Medium- to long-term investment and governance restructuring
The Tender Offeror has secured management control of the Target Company through the acquisition of shares under the SPA. This tender offer is a procedure for acquiring the remaining shares to convert the Target Company into a wholly-owned subsidiary.
Once the conversion into a wholly-owned subsidiary is completed, all gains and losses resulting from changes in the Target Company’s enterprise value will accrue to the Tender Offeror. As a result, the party making investment decisions regarding the Target Company and the party bearing the results and risks thereof will be the same. Through this, the Tender Offeror intends to establish an ownership structure under which the Target Company’s medium- to long-term business plans can be consistently formulated and implemented in line with the Tender Offeror’s investment horizon and level of risk-bearing.
4. Type and number of shares to be purchased in the tender offer
(1) Type and number of shares to be purchased: 14,097,325 registered common shares of Lotte Rental Co., Ltd. (approximately 38.83% of the total number of shares issued)
(2) The Tender Offeror intends to purchase all of the shares tendered in the tender offer regardless of the tender ratio.
(3) Number of shares to be held after the tender offer: up to 36,309,388 shares
Tender Offeror: Lexicon Korea Holdco Inc.
5. Conditions of the tender offer, including the tender offer period, price and settlement date
(1) Tender offer period: November 6, 2026 – December 3, 2026 (28 days)
(2) Tender offer price: KRW 59,000 per share
(3) Settlement date: December 7, 2026
(4) Method of settlement
① Immediately after the end date of the tender offer, the tender offer notice will be mailed to the address stated in the tender offer form by each shareholder who has validly tendered (“Tendering Shareholder”).
② The tender offer consideration will be deposited on the settlement date into the account opened by the Tendering Shareholder with a tender offer agent.
③ The shares of the Target Company will be transferred on the settlement date from the Tendering Shareholder’s account into the Tender Offeror’s tender offer account.
6. Details of the tender offer funds:
Of the tender offer funds of KRW 831,742,175,000, KRW 166,348,435,000 has been deposited as of November 4, 2026 in the account of KB Securities Co., Ltd. in the name of the Tender Offeror, and KRW 665,393,740,000 is scheduled to be deposited into such account after the filing of the tender offer statement, by November 30, 2026.
7. Tender offer agent: KB Securities Co., Ltd. (telephone numbers of head office and branches: see the bottom of this notice) (the “Tender Offer Agent”)
8. Method of tendering in the tender offer
(1) Method of tendering
KB Securities Co., Ltd., the Tender Offer Agent, introduced an online tender offer system in August 2024. Accordingly, in addition to offline tender by visiting branches as previously conducted, tenders may also be made through the online channels of KB Securities Co., Ltd. (HTS and MTS); investors are asked to take note of this when tendering in the tender offer.
– HTS (H-able): Banking/Subscription – Tender offer/off-market purchase subscription (screen number 0808)
– MTS (M-able): Assets/Banking – IPO/Subscription – Subscription – Tender offer/off-market purchase subscription
However, online tenders are available only for “resident” accounts with access to the online channels of KB Securities Co., Ltd. Shares subject to restrictions on withdrawal may not participate in the tender, and in the case of tax-advantaged accounts restricted from withdrawal of securities, such as tax-exempt and tax-preferential savings accounts, a tender may be made after withdrawing the securities to a separate account. Non-residents, or account holders holding the relevant securities in accounts with the above tax benefits, should tender by visiting a nearby branch as before.
※ Any person wishing to participate in this tender offer must receive the tender offer prospectus before tendering, pursuant to Article 137 of the Capital Markets Act.
※ Investors wishing to participate in this tender offer must, before tendering, receive the tender offer prospectus and sign the confirmation of receipt.
※ Investors who do not receive the tender offer prospectus or do not sign the confirmation of receipt may not participate in this tender offer.
※ A printed tender offer prospectus may be obtained at the head office and branches of KB Securities Co., Ltd., the Tender Offer Agent for this tender offer.
※ For tenders through online channels (HTS and MTS), downloading the tender offer prospectus added to the tender screen and checking the confirmation of receipt of the tender offer prospectus must be completed before the tender can proceed.
① Holders of special accounts for registered common shares of Lotte Rental Co., Ltd. (existing “registered shareholders”):
Must open a brokerage account with KB Securities Co., Ltd. and deposit their physical share certificates, then prepare and submit a tender offer form and receive a tender confirmation.
② General shareholders of registered common shares of Lotte Rental Co., Ltd. (existing “beneficial shareholders”):
1) If the shares are held in a brokerage account with KB Securities Co., Ltd., both online and offline tenders are available. For offline tenders by visiting a branch, the shareholder must prepare and submit a tender offer form to KB Securities Co., Ltd. and then receive a tender confirmation.
2) Shares in an account with KB Securities Co., Ltd. that are subject to restrictions on withdrawal may not participate in the tender offer, and if the shares are held in tax-advantaged accounts restricted from withdrawal of securities, such as tax-exempt and tax-preferential savings accounts, a tender offer may be made after withdrawing the securities to a separate account. (Online tender not available)
3) If the shares are held in a brokerage account with a securities company other than KB Securities Co., Ltd., the shareholder must open a trading account in the Tendering Shareholder’s name with KB Securities Co., Ltd. and transfer the shares into such account, after which both online and offline tenders are available. For offline tenders by visiting a branch, the shareholder must prepare and submit a tender offer form to KB Securities Co., Ltd. and then receive a tender confirmation.
③ If your shares of common shares of Lotte Rental Co., Ltd. have been tendered and transferred to the Tender Offer Agent, such shares may not be withdrawn except as described in (2) below.
④ If you wish to obtain the documents required to open an account with the Tender Offer Agent, please visit a nearby branch of KB Securities Co., Ltd. or www.kbsec.com.
⑤ Shareholders who do not reside in Korea must instruct their standing proxy in Korea (e.g., a custodian bank) to open an account with the Tender Offer Agent and submit a tender offer form on behalf of the shareholder.
⑥ Shareholders wishing to tender may tender by visiting a business office in person bringing real-name verification documents (or, for shareholders not residing in Korea, through their agent) or online (HTS, MTS), and may not tender by any other means such as telephone or fax.
* Real-name verification documents
a. Individuals: resident registration card or driver’s license
b. Corporations: business registration certificate
c. Foreign investors: foreign investment registration certificate
⑦ In the case of shareholders not residing in Korea (including foreign corporations), the Tender Offer Agent, as the withholding agent, may withhold taxes imposed in relation to taxes on capital gains in accordance with the relevant laws and regulations. However, withholding may be exempted if (i) such shareholder(s) are exempt from taxation in Korea under a tax treaty and (ii) the procedures for obtaining such exemption have been performed by the shareholder(s).
○ Shareholders not residing in Korea (including foreign corporations) who are eligible for exemption from withholding of taxes imposed in relation to taxes on capital gains must submit the following documents.
a. Application for tax exemption for non-residents under a Korean tax treaty (Form 29-2(2) annexed to the Enforcement Rules of the Income Tax Act)
b. Certificate of residence issued by the competent authority of the income recipient’s country of residence
c. Other documents evidencing the acquisition cost (if available)
d. If the tax amount is KRW 1 billion or more, the following additional documents must be submitted
(1) Information on the incorporation of the foreign corporation (*board members, shareholder status)
(2) Business information of the foreign corporation (*audit reports filed in the country of residence for the most recent three years, etc.)
e. Other evidentiary materials regarding the withholding tax amount to be exempted as requested by the Tender Offer Agent
○ Shareholders not residing in Korea (including foreign corporations) who are not eligible for exemption from withholding of taxes imposed in relation to taxes on capital gains need only submit documents evidencing the acquisition cost. (If available)
⑧ Tenders may be made only during business hours (9:00 a.m. – 3:30 p.m.) during the tender offer period. However, on the final tender offer date (December 3, 2026), work generally becomes concentrated ahead of the closing time on the end date of the tender offer, and if work is processed in order of arrival, it may not be possible to process it before 3:30 p.m. Shareholders wishing to tender at a branch should visit in advance.
Online tenders are available only for “resident” accounts with access to our online channels. However, since withdrawal of securities may be restricted for certain tax-advantaged accounts, such as tax-exempt and tax-preferential savings accounts, tenders cannot be made from such accounts; a tender may be made after withdrawing the securities to a separate account. Non-residents, or account holders holding the relevant securities in accounts with the above tax benefits, should tender by visiting a nearby branch.
⑨ Tendering persons must tender in their real names in accordance with the Act on Real Name Financial Transactions and Confidentiality, failing which none of their tender will be deemed a tender.
⑩ Method of notification regarding the purchase – After the end of the purchase period, the Tender Offer Agent will send to tendering persons a tender offer notice stating the status of purchase, the number of shares to be purchased or the number of shares to be returned, and other matters necessary for settlement.
(2) Method of cancelling a tender
① A shareholder who has tendered its shares of Lotte Rental Co., Ltd. may cancel the tender, in whole or in part (by cancelling in full and re-tendering), before the end date of the tender offer period. If a Tendering Shareholder cancels the tender, such Tendering Shareholder will not be liable for damages or penalties.
② Offline Tendering Shareholders: Must submit the tender confirmation and a tender cancellation request to the business office of the Tender Offer Agent that received the tender at the time of tender, by 3:30 p.m. on the end date of the tender offer period (December 3, 2026). (Tenders generally become concentrated ahead of the closing time on the end date of the tender offer, and if work is processed in order of arrival, it may not be possible to process it before 3:30 p.m. Shareholders wishing to cancel their tender should visit the business office in advance.)
③ Online Tendering Shareholders: Cancellation is available through the online tender channels (HTS, MTS) during tender hours on business days until 3:30 p.m. on the end date of the tender offer period (December 3, 2026). Partial cancellation of the tendered quantity is not available; please cancel in full and re-tender.
④ Tender cancellation through online channels is available only for online tenders, and tender cancellation through offline channels is available only for offline tenders.
⑤ If a Tendering Shareholder cancels the tender, the restriction on withdrawal of the Target Company shares deposited in the tender account for the tender offer will be released without delay on the date of the cancellation request.
(3) Other information
① Securities transaction tax arising in connection with the tender offer will be withheld by KB Securities Co., Ltd., the Tender Offer Agent; for whether other related taxes (capital gains tax, corporate income tax, etc.) apply, please refer to the relevant laws and regulations.
② Tendering Shareholders must, when tendering, bring their registered seal and present identification documents (individuals: resident registration card or driver’s license / corporations: business registration certificate / foreign investors: investment registration certificate), and tenders will be accepted only during business hours within the tender period.
③ Tenders will be accepted only until 3:30 p.m. on the end date of the tender offer (December 3, 2026).
④ When a tendering person tenders, a restriction on withdrawal will be placed on the shares subject to the tender offer. However, if the tendering person cancels the tender, the restriction on withdrawal will be released without delay on the date of withdrawal or the date of cancellation of the tender.
⑤ Pursuant to Article 139(4) of the Financial Investment Services and Capital Markets Act, a Tendering Shareholder may cancel the tender at any time until the end date of the tender offer (December 3, 2026), and a Tendering Shareholder wishing to cancel must visit the relevant business office of the Tender Offer Agent that received the tender at the time of tender by 3:30 p.m. on the tender offer closing date (December 3, 2026) and submit the tender confirmation and a written statement to the effect that the tender is cancelled (tender cancellation request). Online Tendering Shareholders may cancel through the online tender channels (HTS, MTS); partial cancellation of the tendered quantity is not available, so please cancel in full and re-tender.
9. Matters concerning prior consultation with the executives or the largest shareholder of the Target Company
(1) Matters concerning the tender offer, such as its conditions, purpose, method and timing
On August 11, 2026, the Tender Offeror entered into a share purchase agreement to purchase all of the common shares of the Target Company owned by Hotel Lotte Co., Ltd., the former largest shareholder of the Target Company (13,846,833 shares), and all of the common shares of the Target Company owned by Busan Lotte Hotel Co., Ltd., a major shareholder (8,365,230 shares).
Meanwhile, this tender offer is initiated and conducted by the Tender Offeror, and all decisions relating to this tender offer are made under the direction of the responsible executives and employees of the Tender Offeror. There are no matters on which the Tender Offeror and the Target Company consulted in advance regarding this tender offer.
(2) Matters concerning future plans of the Target Company, such as future mergers, corporate splits, business acquisitions or transfers, tender offers, and the appointment of executives of the Target Company
There are no plans regarding a merger, corporate split, or business acquisition or transfer of the Target Company following this tender offer. However, as described in 3. Purpose of the tender offer above, this tender offer has the delisting of the Target Company as its purpose. That said, in connection with this tender offer, there has been no prior consultation between the Tender Offeror and the executives of the Target Company regarding any other matters concerning the tender offer or the future plans of the Target Company.
(3) Matters concerning the operation of the Target Company, such as the provision of benefits to, or succession of employment of, executives and employees of the Target Company
In connection with this tender offer, there has been no prior consultation between the Tender Offeror and the executives of the Target Company regarding the operation of the Target Company, such as the provision of benefits to, or succession of employment of, executives and employees of the Target Company.
10. Future plans regarding the Target Company after completion of the tender offer
As described in 3. Purpose of the tender offer above, this tender offer has the delisting of the Target Company as its purpose. For the purpose, background and process of this tender offer and the Tender Offeror’s future plans, please refer to III. Purpose of the Tender Offer and Future Plans of the tender offer statement.
11. Contracts regarding the purchase of the relevant shares entered into before the tender offer notice
On August 11, 2026, the Tender Offeror entered into a share purchase agreement to purchase all of the common shares of the Target Company owned by Hotel Lotte Co., Ltd., the former largest shareholder of the Target Company (13,846,833 shares), and all of the common shares of the Target Company owned by Busan Lotte Hotel Co., Ltd., a major shareholder (8,365,230 shares), and upon the closing of the share purchase agreement on October 30, 2026, paid the sellers a total of KRW 1,310,511,717,000 (KRW 59,000 per share) and acquired the above 22,212,063 common shares of the Target Company.
12. Places where the tender offer statement and the tender offer prospectus may be inspected
(1) Electronic documents: Electronic Disclosure System of the Financial Supervisory Service: http://dart.fss.or.kr
Electronic Disclosure System of the Korea Exchange: http://kind.krx.co.kr
(2) Printed documents: Head office and all branches nationwide of KB Securities Co., Ltd.
|
Please note that this tender offer notice is published before the tender offer statement is filed with the Financial Services Commission and may be amended before the end date of the tender offer period. |
Tender Offeror Lexicon Korea Holdco Inc.
Address: 3F, 118 Toegyenonggong-ro, Chuncheon-si, Gangwon Special Self-Governing Province (Toegye-dong) / Main telephone: 070-8666-7657
Tender Offer Agent
KB Securities Co., Ltd.
Address: 50 Yeouinaru-ro, Yeongdeungpo-gu, Seoul / Main telephone: 1588-6611
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Region |
Branch name |
Address |
Telephone |
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Seoul |
Gasan Digital |
3F, 286 Beotkkot-ro, Geumcheon-gu, Seoul |
02-6077-0700 |
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Gangnam Star PB Center |
21F, 152 Teheran-ro, Gangnam-gu, Seoul (Yeoksam-dong, Gangnam Finance Center), KB Securities Gangnam Star PB Center |
02-2096-3064 |
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Gwanghwamun Financial Center |
11F, 82 Saemunan-ro, Jongno-gu, Seoul (Sinmunno 1-ga, S-Tower) |
02-6077-0600 |
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Nowon PB Center |
3F, 1405 Dongil-ro, Nowon-gu, Seoul (Sanggye-dong, Kookmin Bank Building), KB Securities |
02-6077-2100 |
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Daechi Financial Center |
1F-2F, KB Securities Building, 3008 Nambusunhwan-ro, Gangnam-gu, Seoul (Daechi-dong), KB Securities Daechi Financial Center |
02-6077-0800 |
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Dunchon Station PB Center |
4F, 1360 Yangjae-daero, Gangdong-gu, Seoul (Dunchon-dong, Foreon Station 5) |
02-6077-0300 |
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Magok |
2F, 190 Gonghang-daero, Gangseo-gu, Seoul (Magok-dong, Purima Tower) |
02-6077-4500 |
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Myeongdong Star PB Center |
6F, 51 Eulji-ro, Jung-gu, Seoul (Euljiro 2-ga, Naewei Building), KB Securities Myeongdong Star PB Center |
02-2096-3074 |
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Mokdong PB Center |
3F, 381 Mokdongdong-ro, Yangcheon-gu, Seoul (Mok-dong, Kookmin Bank Building) |
02-6077-1400 |
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Banpo Lounge |
5F, 157 Sinbanpo-ro, Seocho-gu, Seoul (Jamwon-dong, Banpo Shopping Town) |
02-6077-2600 |
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Samseong-dong Financial Center |
6F, 518 Teheran-ro, Gangnam-gu, Seoul (Daechi-dong, Textile Center Building) |
02-6077-1610 |
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Seocho PB Center |
4F, 41 Seochojungang-ro 24-gil, Seocho-gu, Seoul (Seocho-dong, Kookmin Bank Building) |
02-6077-2200 |
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Sillim |
3F, Cheongam Doosan Weve Centium, 318 Sillim-ro, Gwanak-gu, Seoul, KB Securities Sillim Branch |
02-6077-2500 |
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Apgujeong |
2F, 878 Nonhyeon-ro, Gangnam-gu, Seoul (Sinsa-dong, Jungsan Building), KB Securities Apgujeong Branch |
02-6077-3200 |
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Yeouido Lounge |
2F, 26 Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul (Yeouido-dong), KB Securities Yeouido Lounge |
02-2096-3054 |
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Yeoksam PB Center |
5F, 298 Gangnam-daero, Gangnam-gu, Seoul (Yeoksam-dong, KB Life Tower) |
02-6077-3300 |
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Business Department Financial Center |
2F, 50 Yeouinaru-ro, Yeongdeungpo-gu, Seoul (Yeouido-dong, The-K Tower), KB Securities Business Department Financial Center |
02-6114-0700 |
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Yongsan |
2F, 92 Hangang-daero, Yongsan-gu, Seoul (Hangangno 2-ga, LS Yongsan Tower), KB Securities Yongsan Branch |
02-6077-3800 |
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Ichon PB Center Lounge |
2F, 206 Ichon-ro, Yongsan-gu, Seoul (Ichon-dong, Kookmin Bank Building) |
02-6077-1380 |
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Jamsil |
2F, Jamsil Le-EL Commercial Complex, 329 Olympic-ro, Songpa-gu, Seoul |
02-6077-4000 |
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Cheongdam Star PB Center |
6F, 416 Apgujeong-ro, Gangnam-gu, Seoul, KB Securities Cheongdam Star PB Center (Cheongdam-dong, The Trinity Building) |
02-2096-3104 |
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Techno Mart |
4F Office Building, 85 Gwangnaru-ro 56-gil, Gwangjin-gu, Seoul (Guui-dong, Techno Mart), KB Securities Techno Mart Branch |
02-6077-4410 |
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KB GOLD&WISE the FIRST Dogok |
6F-7F, 39 Eonju-ro 30-gil, Gangnam-gu, Seoul (Dogok-dong, Lin Square) |
02-2096-3014 |
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KB GOLD&WISE the FIRST Banpo |
3F, 291 Banpo-daero, Seocho-gu, Seoul (Banpo-dong, One Bailey Square) |
02-2096-3400 |
|
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KB GOLD&WISE the FIRST Apgujeong |
849 Eonju-ro, Gangnam-gu, Seoul (Sinsa-dong, Kookmin Bank Building) |
02-2096-3370 |
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Gyeonggi |
Gwacheon |
2F, Union Building, 5 Byeoryangsangga 3-ro, Gwacheon-si, Gyeonggi-do, KB Securities Gwacheon Branch |
02-6077-0500 |
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Guri Lounge |
3F, 260 Gyeongchun-ro, Guri-si, Gyeonggi-do (Sutaek-dong, KB Insurance Guri Building) |
031-510-2900 |
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Gimpo |
5F, 49 Sajung-ro, Gimpo-si, Gyeonggi-do (Sau-dong, BYC Building) |
031-990-8420 |
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Migeum Station |
2F, 67 Dolma-ro, Bundang-gu, Seongnam-si, Gyeonggi-do (Geumgok-dong, Geumsan Gemworld Building), KB Securities Migeum Station Branch |
031-620-1900 |
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Bucheon |
5F, 62 Buheung-ro 315beon-gil, Wonmi-gu, Bucheon-si, Gyeonggi-do (Jung-dong) |
032-242-1400 |
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Bundang PB Center |
3F, KB Kookmin Bank Building, 22 Hwangsaeul-ro 312beon-gil, Bundang-gu, Seongnam-si, Gyeonggi-do (Seohyeon-dong), KB Securities Bundang PB Center |
031-620-0100 |
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Suwon Financial Center |
4F Commercial Building, 278 Hyowon-ro, Paldal-gu, Suwon-si, Gyeonggi-do (Ingye-dong, Pavio The City) |
031-8081-1300 |
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Ansan |
3F, 64 Gojan-ro, Danwon-gu, Ansan-si, Gyeonggi-do (Gojan-dong, Kookmin Bank Building), KB Securities Ansan Branch |
031-8032-1700 |
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Yongin |
3F, 1289 Jungbu-daero, Cheoin-gu, Yongin-si, Gyeonggi-do (Yeokbuk-dong) |
031-328-7900 |
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Uijeongbu Lounge |
2F, 39 Haengbok-ro, Uijeongbu-si, Gyeonggi-do (Uijeongbu-dong, Kookmin Bank Building) |
031-8083-6351 |
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Ilsan |
3F, 1414 Jungang-ro, Ilsanseo-gu, Goyang-si, Gyeonggi-do (Juyeop-dong, Kookmin Bank Building) |
031-936-2200 |
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Pangyo |
2F, Building 2, 145 Pangyoyeok-ro, Bundang-gu, Seongnam-si, Gyeonggi-do (Baekhyeon-dong, Alpharium Tower), KB Securities Pangyo Branch |
031-600-4300 |
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Pyeongchon |
3F, Kookmin Bank Building, 196 Simin-daero, Dongan-gu, Anyang-si, Gyeonggi-do (Hogye-dong), KB Securities Pyeongchon Branch |
031-8097-7900 |
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Pyeongtaek |
2F, KB Securities Building, 736-12 Hapjeong-dong (47 Jungang 2-ro), Pyeongtaek-si, Gyeonggi-do |
031-8029-8800 |
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Incheon |
Bupyeong |
5F, 20 Bupyeong-daero, Bupyeong-gu, Incheon (Bupyeong-dong, Kookmin Bank Building) |
032-290-5000 |
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Songdo Lounge |
2F, Building A, 194 Central-ro, Yeonsu-gu, Incheon (Songdo-dong, The Sharp Central Park 2), KB Securities Songdo Lounge |
032-211-0700 |
|
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Yeonsu |
2F, 201 Meonugeum-ro, Yeonsu-gu, Incheon (Cheonghak-dong, Kookmin Bank Building), KB Securities Yeonsu Branch |
032-242-1600 |
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Gangwon |
Wonju |
2F, 78 Neungradong-gil, Wonju-si, Gangwon Special Self-Governing Province (Musil-dong, Human Palace), KB Securities Wonju Branch |
033-902-4000 |
|
Chungbuk |
Cheongju |
3F, 103 Sajik-daero, Seowon-gu, Cheongju-si, Chungcheongbuk-do (Sachang-dong, Kookmin Bank), KB Securities Cheongju Branch |
043-901-7500 |
|
Chungju Lounge |
1F, Pureun Building, 237 Beonyeong-daero, Chungju-si, Chungcheongbuk-do (Yeonsu-dong), KB Securities Chungju Lounge |
043-912-7900 |
|
|
Chungnam |
Cheonan |
2F, 71 Buldang 21-ro, Seobuk-gu, Cheonan-si, Chungcheongnam-do (Buldang-dong, Jeongseok Plaza 3), KB Securities Cheonan Branch |
041-901-5700 |
|
Daejeon |
Daejeon |
3F, 119 Jungang-ro, Jung-gu, Daejeon (Seonhwa-dong, Daejeon Techno Park Building) |
042-330-8100 |
|
Daejeon Financial Center |
3F, 212 Daedeok-daero, Seo-gu, Daejeon (Dunsan-dong), KB Securities Daejeon Financial Center |
042-388-5000 |
|
|
Sejong |
Sejong |
2F, 499 Hannuri-daero, Sejong Special Self-Governing City (Eojin-dong, Sejong Post Building) |
044-902-1700 |
|
Gyeongbuk |
Gumi |
2F, Yongeun Building, 7 Songwondong-ro, Gumi-si, Gyeongsangbuk-do, KB Securities Gumi Branch |
054-605-4000 |
|
Gimcheon |
2F, 94 Gimcheon-ro, Gimcheon-si, Gyeongsangbuk-do (Pyeonghwa-dong), KB Securities Gimcheon Branch |
054-911-6200 |
|
|
Yeongju Lounge |
2F, 106 Jungang-ro, Yeongju-si, Gyeongsangbuk-do (Hamang-dong, KB Securities Building), KB Securities Yeongju Lounge |
054-917-8400 |
|
|
Pohang |
6F, 171 Jungheung-ro, Buk-gu, Pohang-si, Gyeongsangbuk-do (Jukdo-dong, Mir Building Annex) |
054-613-9900 |
|
|
Daegu |
Daegu Financial Center |
2F, 2418 Dalgubeol-daero, Suseong-gu, Daegu (Beomeo-dong, KB Securities Building) |
053-211-6500 |
|
Seo-Daegu |
4F, 1676 Dalgubeol-daero, Dalseo-gu, Daegu |
053-288-6100 |
|
|
Ulsan |
Dong-Ulsan |
3F, 43 Daehak-gil, Dong-gu, Ulsan (Hwajeong-dong, Saemaeul Geumgo Building) |
052-987-7200 |
|
Buk-Ulsan |
3F, 337-10 Hogye-ro, Buk-gu, Ulsan (Sincheon-dong) |
052-979-8400 |
|
|
Ulsan Financial Center |
1F-3F, KB Securities Building, 253 Samsan-ro, Nam-gu, Ulsan (Dal-dong) |
052-932-0400 |
|
|
Busan |
Busan |
3F, 49 Jungang-daero, Jung-gu, Busan (Jungang-dong 2-ga, Kookmin Bank Building), KB Securities Busan Branch |
051-998-2600 |
|
Busan PB Center |
5F, 11 Saessak-ro, Busanjin-gu, Busan (Bujeon-dong, Kookmin Bank Building), KB Securities Busan PB Center |
051-922-6800 |
|
|
Centum City |
1F-2F, 25 Centum dong-ro, Haeundae-gu, Busan (U-dong, Daewoo World Mark Centum Shopping Mall) |
051-922-6600 |
|
|
Haeundae PB Center Lounge |
Unit 205, Commercial Building, 51 Marine City 3-ro, Haeundae-gu, Busan (U-dong, Haeundae The Sharp Adelis) |
051-962-0140 |
|
|
Gyeongnam |
Gimhae |
2F, Hampton Tower, 59 Naeoejungang-ro, Gimhae-si, Gyeongsangnam-do (Nae-dong), KB Securities Gimhae Branch |
055-906-1400 |
|
Masan Lounge |
2F, 152 Namseong-ro, Masanhappo-gu, Changwon-si, Gyeongsangnam-do (Dongseong-dong, Kookmin Bank Building), KB Securities Masan Lounge |
055-981-1900 |
|
|
Jinju Lounge |
8F, 529 Sunhwan-ro, Jinju-si, Gyeongsangnam-do (Pyeonggeo-dong, Yeongseong Building) |
055-922-8500 |
|
|
Changwon |
5F, 87 Sangnam-ro, Seongsan-gu, Changwon-si, Gyeongsangnam-do (Sangnam-dong, KB Kookmin Bank) |
055-608-3900 |
|
|
Jeonbuk |
Gunsan |
2F, 216 Wolmyeong-ro, Gunsan-si, Jeonbuk State (Susong-dong, Gangnam Building) |
063-912-2000 |
|
Jeonbuk Innovation City Lounge |
1F, 144 Anjeon-ro, Deokjin-gu, Jeonju-si, Jeonbuk State (Jung-dong, KB Financial Town) |
063-916-7400 |
|
|
Jeonju |
2F, 246 Hongsan-ro, Wansan-gu, Jeonju-si, Jeonbuk State (Hyoja-dong 2-ga, Ijium Building), KB Securities Jeonju Branch |
063-900-5400 |
|
|
Jeonnam |
Mokpo Lounge |
2F, 310 Baengnyeon-daero, Mokpo-si, Jeonnam-Gwangju Integrated Special City (Sang-dong), KB Securities |
061-984-9400 |
|
Gwangsan |
2F, 205 Saam-ro, Gwangsan-gu, Jeonnam-Gwangju Integrated Special City (Usan-dong, Kookmin Bank Building), KB Securities Gwangsan Branch |
062-450-0300 |
|
|
Gwangju PB Center |
4F, 204 Geumnam-ro, Dong-gu, Jeonnam-Gwangju Integrated Special City (Geumnamno 4-ga, Kookmin Bank Building) |
062-410-3800 |
|
|
Jeju |
Jeju |
3F, 1 Namgwangbuk 1-gil, Jeju-si, Jeju Special Self-Governing Province (Ido 2-dong, Jeju Law Tower) |
064-902-8300 |
| Note) Investors wishing to visit a branch of KB Securities Co., Ltd. should check the latest information at www.kbsec.com before visiting, as branch names and addresses may change due to branch consolidation. |
* * * * *
IMPORTANT INFORMATION
The terms and conditions of the tender offer (the “Offer”) will be governed by Korean law and carried out in conformity with the requirements of Korean law. The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. The tender offer statement and the tender offer prospectus (the “Offer Documents”) and related acceptance forms will not and may not be distributed, forwarded or transmitted into or within any jurisdiction where it is prohibited by applicable law, or any other jurisdiction in which it would be unlawful. The Tender Offeror does not assume any responsibility in the event there is a violation by any person of such restrictions. Persons in the United States should review “Notice to U.S. Holders” below. Persons who access this announcement or such other information are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and is not an offer or a tender offer document and, as such, is not intended to constitute or form any part of an offer or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. Investors may accept the Offer only on the basis of the information to be provided in the Offer Documents. The Offer will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Korea.
Please visit https://lotterental.com/ir/irBoardList.do?lang=en for the English versions of the Offer Documents.
FORWARD-LOOKING STATEMENTS
Statements in this press release relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and the other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of the Tender Offeror. Any such forward-looking statements speak only as of the date on which they are made and the Tender Offeror has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except as required under applicable laws and regulations.
NOTICE TO U.S. HOLDERS
Holders of shares in the United States (“U.S. Holders”) are advised that the shares of the Target Company are not listed on a U.S. securities exchange and that the Target Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.
The Offer will be made for the issued and outstanding shares of the Target Company, a company incorporated under Korean law, and is subject to Korean disclosure and procedural requirements, which are different from those of the United States. The Target Company’s financial statements, and all financial information that is included herein, or any other documents relating to the Offer, have been or will be prepared in accordance with K-IFRS and may not be comparable to financial statements of companies in the United States.
The Offer will be made to U.S. Holders as a “Tier I” tender offer as provided in Rule 14d-1(c) of Regulation 14D under the U.S. Exchange Act, to the extent applicable and subject to any available exemptions, and otherwise in compliance with the requirements of Korean law, including with respect to the Offer timetable, settlement procedures and timing of payments, which may be different from those applicable under U.S. domestic tender offer procedures and law. It may be difficult for U.S. Holders to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Offer, since the Tender Offeror and the Target Company are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. U.S. Holders may not be able to sue the Tender Offeror or the Target Company or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Tender Offeror and the Target Company and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Offer will be made to U.S. Holders on the same terms and conditions as those made to all other holders of shares of the Target Company to whom the Offer is made. Any information document, including the Offer Documents, will be disseminated to U.S. Holders in English on a basis comparable to the method that such documents are provided to the Target Company’s other shareholders to whom the Offer is made. U.S. Holders are encouraged to consult with their own advisors regarding the Offer.
To the extent permissible under applicable law in Korea, and pursuant to the exemptions available under Rule 14e-5(b) under the U.S. Exchange Act, the Tender Offeror and its affiliates or brokers (acting as agents for the Tender Offeror or its affiliates, as applicable) may from time to time after the date of this announcement and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares or any securities that are convertible into, exchangeable for or exercisable for the shares of the Target Company. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Korea, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisor to the Tender Offeror may also engage in ordinary course trading activities in securities of the Target Company, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with applicable law. To the extent required in Korea, any information about such purchases will be made public in Korea in the manner required by Korean law.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder is urged to consult his or her independent professional advisor immediately regarding the tax consequences of accepting the Offer.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in this announcement. Any representation to the contrary is a criminal offense in the United States.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261105017700/en/
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