Amended Report of Foreign Issuer (6-k/a)
January 29 2020 - 6:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K/A
REPORT OF
FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF JANUARY 2020
Commission File Number: 333-04906
SK Telecom Co., Ltd.
(Translation of registrants name into English)
65 Euljiro, Jung-gu
Seoul 04539, Korea
(Address of principal executive office)
Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ 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): ☐
Amendment Regarding Decision on SK Broadbands Merger with Tbroad, Tbroad
Dongdaemun and KDMC
The
information regarding the merger of SK Broadband Co., Ltd. (SK Broadband), a subsidiary of SK Telecom Co., Ltd. (the Company), with Tbroad Co., Ltd. (Tbroad), Tbroad Dongdaemun Broadcasting Co., Ltd. (Tbroad
Dongdaemun) and Korea Digital Cable Media Center (KDMC, and together with Tbroad and Tbroad Dongdaemun, the Merging Companies) set forth in the Form 6-K furnished by the Company
on April 26, 2019 entitled Decision on SK Broadbands Merger with Tbroad, Tbroad Dongdaemun and KDMC, as amended by the Form 6-K/A furnished by the Company on October 16, 2019 and
the Form 6-K/A furnished by the Company on December 13, 2019, is further amended by replacing the items numbered 3, 4, 5, 7 and 10 and the table entitled Information about SK Broadband with
the following:
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3. Merger Ratio
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SK Broadband : Tbroad : Tbroad Dongdaemun : KDMC
= 1 : 1.6852219 : 2.2092276 : 0.1691069
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4. Calculation of Merger Ratio
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SK Broadband and the Merging Companies are all unlisted stock companies. There are no laws or regulations providing for the method of
calculation of the merger ratio for a merger among unlisted stock companies, and pursuant to Article 165-4 of the Financial Investment Services and Capital Markets Act of Korea (FSCMA) and Article 176-5 of the Enforcement Decree of the FSCMA, no assessment of the fairness of the merger consideration by an external assessment institution is required. However, SK Broadband voluntarily received such assessment
in order to determine the appropriate value of the Merging Companies.
The assessment
method pursuant to the Inheritance Tax and Gift Tax Act of Korea, which is used for purposes of imposing tax or reducing tax-related disadvantages, is generally considered to be unsuitable for assessing fair
value. Accordingly, SK Broadband considered the various assessment methods generally used for valuing companies based on asset value, revenue and market value, and selected the discounted cash flow (DCF) model, which is a method based on
revenue, for calculating the merger ratio. The DCF model is the most widely used method in practice, and SK Broadband determined it to be the most suitable method for assessing a companys corporate value in general, because it reflects the
companys future revenue stream or ability to generate cash. In particular, as the Merger combines four companies, the DCF model is the most rational method as it can take into account the expected changes to each companys business in the
medium-to long-term.
Results of Assessment
The estimated values per share of SK Broadband, Tbroad, Tbroad Dongdaemun and KDMC are
Won 12,140, Won 20,458, Won 26,819 and Won 2,053, respectively, resulting in the merger ratio agreed among the merger parties of 1 : 1.6852219 : 2.2092276 : 0.1691069.
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5. Number of New Shares to be Issued in the Merger
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103,004,433 common shares
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2
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Shareholder Meeting
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March 26, 2020
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Submission Period of Dissent by Creditors
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March 27, 2020 April 29, 2020
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7. Merger Timetable
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Date of Merger
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April 30, 2020
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Registration of Merger
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May 6, 2020
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Issuance of New Stock
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May 14, 2020
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The Merger timetable above is an estimate as of the date of this
filing, and it may change subject to discussions with, or approvals by, relevant authorities.
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In connection with 8. Appraisal Rights above, the Company,
which owns all outstanding shares of SK Broadband, has consented to the Merger and delivered a letter to SK Broadband waiving its appraisal rights. Therefore, SK Broadband will not conduct appraisal procedures for the Merger.
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Pursuant to Article 522 and Article 434 of the Korea Commercial Code,
the Merger may be canceled if it fails to be approved by SK Broadbands shareholders. The approval of the Merger agreement (the Agreement) requires at least two-thirds of the voting shares
present at the extraordinary meeting of shareholders and one-third of all total outstanding shares.
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The Agreement may be terminated before the date of the Merger if any of
the following events occur:
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10. Other Important Matters Relating to Investment Decision
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1) Any circumstance that has or would reasonably expected to have a material adverse
effect on the property and business conditions of a party to the Merger is identified between the date of the Agreement and the date of the Merger;
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2) As of the end of the applicable exercise period for appraisal rights, the
aggregate amount of shares of the Merging Companies for which appraisal rights have been exercised exceeds or is reasonably expected to exceed Won 20 billion;
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3) The Merger is not completed by April 30, 2020; or
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4) In connection with requisite government approvals:
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i. Government approvals that are material to the businesses of the parties to
the Merger or the Merger process are conclusively denied; or
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ii. Government approvals that are obtained include conditions that are impossible to
comply with or that would reasonably be expected to have a material adverse effect on the business and property of the surviving company following the Merger.
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3
Information about SK Broadband
(as of December 31, 2018)
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Company Name
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SK Broadband Co., Ltd.
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Representative
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Jin Hwan Choi*
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Principal Business
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Fixed-line telecommunications, broadcasting and new media businesses
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Material Subsidiary
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Yes
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Total Assets (Won)
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4,284,571,852,075
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Consolidated Total Assets of Company (Won)
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42,369,110,923,939
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Ratio of SK Broadbands Total Assets to the Companys Consolidated Total Assets (%)
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10.11
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*
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The Representative information is as of the date of this amendment.
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4
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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SK TELECOM CO., LTD.
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(Registrant)
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By:
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/s/ Jeong Hwan Choi
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(Signature)
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Name:
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Jeong Hwan Choi
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Title:
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Senior Vice President
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Date: January 28, 2020
5
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