- Report of Foreign Issuer (6-K)
May 13 2010 - 6:26AM
Edgar (US Regulatory)
FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For the
month of January 2010
Commission
File Number: 000-50476
Webzen
Inc.
(Translation
of registrant’s name into English)
14
th
Floor,
Daerung Post Tower 2nd
182-13
Guro-Dong Goru-Gu
Seoul,
Korea 152-790
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F:
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether by furnishing the information contained in this Form, the
Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
N/A
Webzen
Inc.
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1.
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Merger
Decision (Revise)
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2.
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Decision on Calling
Shareholders(Revise)
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SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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Webzen
Inc.
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Date:
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May
13, 2010
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By:
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/s/
Chang Keun Kim
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Name:
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CHANG
KEUN KIM
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Title:
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Chief
Executive Officer
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Item
1
Merger
Decision (Revise)
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1.
Relevant
Disclosure
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Merger
Decision
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2.
Date of
Relevant Disclosure
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April 16,
2010
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3.
Reason of
Revise
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Amendment to
date of Merger timeline
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4.
Revised
Item
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Before
Amendment
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After
Amendment
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Schedule of
merger
process
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Shareholders
meeting
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2010-05-28
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2010-06-04
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Creditors’
dissent
Submission
period
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Start
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2010-05-29
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2010-06-06
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End
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2010-06-30
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2010-07-06
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Merger
Date
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2010-07-01
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2010-07-07
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Registration
of a merger
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2010-07-05
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2010-07-12
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Issuance of
new shares
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2010-07-19
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2010-08-05
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Listing of
new shares
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2010-07-20
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2010-08-06
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Appraisal
Right
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….Within 20
days
after the
shareholders meeting (2010.05.29~2010.06.17),
the objecting
shareholders shall submit their own shares to the corporation or to the
related depository agencies with a written notification specifying the
type and number of shares……
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….Within 20
days
after the
shareholders meeting (2010.06.05~2010.06.25),
the objecting
shareholders shall submit their own shares to the corporation or to the
related depository agencies with a written notification specifying the
type and number of shares…..
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Others
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4. Pursuant
…..expressing such objection prior to date of the
shareholders meeting
(28
th
May)
will be entitled
to the appraisal rights. Within the 20-day period after the shareholders
meeting, ….
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4. Pursuant
…..expressing such objection prior to date of the
shareholders meeting
(04
th
June)
will be entitled
to the appraisal rights. Within the 20-day period after the shareholders
meeting, ….
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Merger
Decision (Revise)
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Overview
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NHN Games
will be merged with and into Webzen under Korean law, pursuant to which
NHN Games will cease to exist and Webzen will be the sole surviving
entity.
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Purpose of
Merger
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Through a
merger with NHN Games, Webzen is expected to strengthen its online game
development capabilities and expand of its online game service to enhance
the profitability and value of the corporation..
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Stock
Exchange Ratio
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1.57262712
common shares of Webzen per one NHN Games’ common
share.
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Exchange
Ration calculation formula
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Article 176-5
of the Enforcement Decree of the Financial Investment Services and Capital
Markets Act of Korea (the “Enforcement Decree”) provides that, in cases of
a merger between a “stock-listed corporation” and a “stock-unlisted
corporation” (i.e., a private company), the stock exchange ratio shall be
determined based upon the market price of the stock-listed corporation.
The market price is calculated as lower of (a) the most recent closing
price (April 14, 2010) and (b) the average of the following: arithmetic
average of 1 month volume weighted average closing price, 1 week volume
weighted average closing price, and the most recent closing price (April
14, 2010).
For the
stock-unlisted corporation, the formula is an average of the “intrinsic
value” (the weighted average of “asset value” and “earnings value”) and
“relative value” to comparable companies,
provided that
when
relative value is unavailable, the intrinsic value can be used without
counting in the relative value (the methods of calculating asset value,
earnings value and relative value are to be prescribed by the Financial
Services Commission (“FSC”)). In this transaction, the
intrinsic value (calculated by the weighted average of asset value and
earning value applying 1 to 1.5 ratio) was used.
Based on the
formula stated above, the appraised price per share of merger corporation
is KRW 11,800 and such price per share of merged corporation is KRW
18,557, respectively. Thus the exchange ratio is calculated as
1:1.57262712
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Type and
number of new shares
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Common
Shares
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20,129,627
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Preferred
Shares
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None
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Overview of
merged corporation
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Name of
merged corporation
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NHN Games
Co., Ltd.
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Business
area
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Development
of computer-based game and software
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Relation with
corporation
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The largest
shareholder
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Financial
status of recent fiscal year
(KRW
Mils.)
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Assets
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62,231
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Capital
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6,400
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Liabilities
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39,606
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Sales
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25,299
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Total
Shareholders’ Equity
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22,625
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Net
income
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6,971
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Schedule of
merger
process
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Shareholders
meeting
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2010-06-04
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Creditors’
dissent
Submission
period
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Start
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2010-06-06
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End
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2010-07-06
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Merger
Date
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2010-07-07
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Registration
of a merger
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2010-07-12
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Issuance of
new shares
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2010-08-05
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Listing of
new shares
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2010-08-06
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Appraisal
Right
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Pursuant to
Article 522-3 of the Commercial Law of Korea and Article 165-5 of the
Enforcement Decree of the Financial Investment Services and Capital
Markets Act of Korea, shareholders who object to the merger shall submit
in a written objection to the corporation or to the related depository
agencies. Within 20 days after the shareholders meeting
(2010.06.05~2010.06.25), the objecting shareholders shall submit their own
shares to the corporation or to the related depository agencies with a
written notification specifying the type and number of shares. Partial
exercise of appraisal rights is permitted
Appraisal
price: KRW 12,144 per share
(Date :
2010-4-14)
A. Two month
volume weighted average closing price: KRW 12,224
(2010.02.16~2010.04.14)
B. One month
volume weighted average closing price: KRW 12,068
(2010.03.15~2010.04.14)
C. One week
volume weighted average closing price: KRW 12,140
(2010.04.08~2010.04.14)
Arithmetic
average of A, B, and C: KRW 12,144
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Resolution of
Board of directors
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2010-04-15
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-Attendance
of outside directors
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All of three
outside directors attended
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-Attendance
of audit committee members
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Attended
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Others
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1. The merger
agreement shall be held invalid if the shareholder approval or
the consent or approval of any regulatory agency is not
obtained.
2. The
schedule for the merger is subject to change depending on, for example,
amendment of relevant statutes, communication with relevant regulatory
agencies or the approval process.
3. On the
date of the merger agreement, financial status of the most recent fiscal
year of the merged corporation is fiscal year ending December 31,
2009.
4. Pursuant
to Article 522-3 of the Commercial Law of Korea and Article 165-5 of the
Enforcement Decree of the Financial Investment Services and Capital
Markets Act of Korea, only the shareholders who (i) are holders of record
as of the closing date of shareholder list on 6
th
May and (ii) object to the Board resolution authorizing the merger and
submit to the corporation a written notification expressing such objection
prior to date of the shareholders meeting (04
th
June) will be entitled to the appraisal rights. Within the 20-day period
after the shareholders meeting, the objecting shareholders shall
submit a written request to purchase their shares specifying
the type and number of shares pertaining to their own shares to the
corporation or to the related depository agencies. Partial exercise of
appraisal right is permitted.
The appraisal
rights shall be given only to the shareholders who continuously hold
stocks from closing date of shareholders list up to the day the appraisal
right is exercised. Appraisal rights shall not be given to the holders of
the shares who sell and repurchase shares during the period referred to
above. Once the appraisal right has been exercised, it shall be deemed
final and irrevocable.
Shareholders
who submitted to the corporation a written objection regarding the Board
resolution on the merger, but voted in favor of the merger at the
shareholders’ meeting shall not be entitled to appraisal
rights.
5. As the
largest shareholder change after the merger, pursuant to KOSDAQ Listing
Rules, the new shares issued for the merger to NHN Corporation and its
related parties shall be held in custody at the Korea Securities
Depository for a period of two years after the merger. After
one year after the merger, up to 5% of the initially owned newly issued
shares can be sold each month.
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Enforcement
Decree
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The Korean
“Financial Investment Services and Capital Markets
Act”
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Item
2
Decision
on Calling Shareholders’ Meeting (Revise)
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1.
Relevant
Disclosure
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Decision on
Calling Shareholders Meeting
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2.
Date of
Relevant Disclosure
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May 19,
2010
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3.
Reason of
Revise
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Amendment to
date of Shareholders Meeting
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4.
Revise
Item
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Before
Amendment
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After
Amendment
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Date : May
28, 2010
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Date : June
04, 2010
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1.
Date and
Time
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Date
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June
04, 2010
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Time
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AM
8:30
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2.
Place
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Guro-gumin
meeting hall 12 Euisadang-Gil Guro-gu Seoul Korea
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3.
Agenda and
Key Issues
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Matters
requiring resolution
Agenda No
1.
Approval of
Merger Contract with NHNGames co.,Ltd
Agenda No
2.
Amendments of
Articles of Incorporation
Agenda No
3.
Election of
Directors
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4.
Date of Board
of Directors Resolution
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April 19,
2010
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Outside
Directors in Attendance
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Number
Present
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3
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Number
Absent
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-
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Auditors in
Attendance( on Audit Committee who are not outside
Directors)
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-
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5.
Other
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-
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※
Relevant
Disclosure
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April 16,
2010
Merger
Decision
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Details of Director
Candidates in the Board
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Name
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Birth
Year
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Terms
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Experiences
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Current
Title
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Education
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Nationality
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In Joon,
Hwang
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June
1965
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3
Years
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·
Woori
Financial Group
·
Woori
Investment & Securities Co., Ltd.
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CFO of NHN
Corp.
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Seoul Nat’l
Univ.
Graduate
School of New York Univ.
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Rep. of
Korea
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Wook
Jeong
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December
1972
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3
Years
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·
Accenture
plc.
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Freechal
Inc.
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Executive
Director of Game Business Group, NHN Corp.
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Seoul Nat’l
Univ.
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Rep. of
Korea
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Hyun Sung
Kim
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December
1971
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3
Years
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·
DR & AJU
Law Firm
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Judge, Seoul
Northern District Court
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Executive
Director of Judicial Group, NHN Corp.
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Seoul Nat’l
Univ.
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Rep. of
Korea
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