General Announcement::NOTICE TO NOTEHOLDERS
Issuer & Securities
Issuer/ Manager
DOOSAN ENERBILITY CO., LTD.
Securities
DOOSANENE US$300M5.5%N260717 - XS2644967304 - KHLB
Stapled Security
No
Announcement Details
Announcement Title
General Announcement
Date &Time of Broadcast
16-Jul-2024 16:02:47
Status
New
Announcement Sub Title
NOTICE TO NOTEHOLDERS
Announcement Reference
SG240716OTHRSG80
Submitted By (Co./ Ind. Name)
Doosan Enerbility Co., ltd. / Kijoon Kim
Designation
Senior Manager
Description (Please provide a detailed description of the event in the box below)
On July 11, 2024, Doosan Enerbility Co., Ltd. (the Issuer ) and Doosan Robotics Inc. ( Doosan Robotics ), each of which is listed on the KRX KOSPI Market of the Korea Exchange and a member company of the Doosan Group, a leading Korean business group which operates diversified industrial businesses globally, entered into a split and merger agreement (the Agreement ). Pursuant to such Agreement, the Issuer intends to spin off its investment business (the Merged Business ), including the assets, liabilities and contractual relationships of such business, and merge it with and into Doosan Robotics (the Merger ), subject to approval of the respective shareholders of the Issuer and Doosan Robotics, requisite government approvals and certain other closing conditions.
The assets of the Merged Business proposed to be transferred to Doosan Robotics pursuant to the Merger include, among other things, the Issuer s equity interest in its consolidated subsidiary, Doosan Bobcat Inc. ( Doosan Bobcat ). The liabilities of the Merged Business proposed to be transferred to Doosan Robotics pursuant to the Merger include, among other things, the U.S.$300,000,000 5.50% Guaranteed Senior Unsecured Green Notes due 2026 issued by the Issuer.
Through the Merger, each of the Issuer (which is a leading international manufacturer of advanced power generation solutions) and Doosan Robotics (which is a leading international manufacturer of collaborative robotics products) intends to pursue the optimization of its business operations as part of such company s long-term growth strategy and thereby enhance its enterprise and shareholder values. Furthermore, subject to the successful completion of the Merger and the approval of the respective shareholders of Doosan Robotics and Doosan Bobcat, among other things, Doosan Robotics intends to engage in a comprehensive share swap in accordance with applicable Korean law to exchange all outstanding shares of Doosan Bobcat held by persons other than the Issuer with newly issued shares of Doosan Robotics in order to acquire a 100% equity interest in Doosan Bobcat.
Each of the Issuer and Doosan Robotics plans to hold an extraordinary general meeting of shareholders to approve the Merger on September 25, 2024. The effective date of the Merger is currently expected to be as of October 29, 2024. The overall timetable for the Merger, including the dates of the events described above, may be subject to change, subject to, among other things, further discussions with the relevant authorities.
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