Terton Capital filed a complaint with Korea's Financial Supervisory Service on 전일 and requested access to Golfzon Holdings' shareholder registry, escalating opposition to the controlling shareholder's delisting tender offer. The US-based investment fund acted after Golfzon Holdings' board failed to respond by the 27th deadline to a public letter sent on the 22nd requesting independent valuation and minority shareholder protections. Terton Capital alleges the tender offer filing by SPC SJ Investment Holdings omits critical information including the valuation of core asset Golfzon County and related sale details necessary for investment decisions.
Terton Capital Files FSS Complaint Alleging Asset Valuation Omissions
Terton Capital submitted a complaint to the Financial Supervisory Service on 전일 requesting investigation under capital markets law and demanding submission of a corrected tender offer filing. The fund claims SJ Investment Holdings' tender offer document fails to properly disclose the value of core asset Golfzon County and information regarding its sale, which Terton characterizes as material information necessary for investment judgment.
Market participants value Golfzon County at approximately 2 trillion won. After subtracting net debt of approximately 727.8 billion won from the 2025 consolidated financial statements, the equity value stands at approximately 1.272 trillion won. Golfzon Holdings' effective stake of 31.58% translates to an estimated value of approximately 400 billion won, of which the minority shareholders' portion (approximately 40%) amounts to approximately 160 billion won.
The controlling shareholder's total tender offer consideration stands at only 103.7 billion won. Terton Capital stated the total tender offer amount falls short of even the minority shareholders' portion of Golfzon County equity alone. The fund criticized the filing for describing the ongoing sale process and its impact on enterprise value merely as "nothing has been decided" despite this information being core to investor judgment.
Tender Offer Funding Structure Relies on 76% Debt Financing
SJ Investment Holdings financed 80.3 billion won—76% of the required 105.2 billion won—through borrowing from NH Investment & Securities at an annual interest rate of 5.30%. The monthly interest burden alone amounts to approximately 350 million won.
Terton Capital noted that as a newly established SPC with no separate revenue source, debt repayment and interest obligations will ultimately depend on the assets and dividends of Golfzon Holdings and its subsidiaries. The fund stated the tender offer filing does not clearly specify the debt repayment plan or funding sources.
Terton Capital also criticized the controlling shareholder's methodology of calculating the tender offer price based on market price and average price-to-book ratio of holding companies. The fund stated Golfzon Holdings as a pure holding company should be valued based on its underlying assets, and that market prices with sharply reduced liquidity cannot be considered reflective of objective value. Terton Capital emphasized that using holding company discount as justification to squeeze out minority shareholders results in the controlling shareholder exclusively capturing full net asset value after delisting with 100% ownership.
Terton Capital stated transactions that exclude minority shareholder rights for the benefit of controlling shareholders should not become precedent in capital markets. The fund announced it will continue exercising shareholder rights to enhance shareholder value, beginning with the shareholder registry access request.
FAQ
What did Terton Capital file with Korea's Financial Supervisory Service?
Terton Capital filed a complaint on 전일 requesting investigation under capital markets law and demanding SJ Investment Holdings submit a corrected tender offer filing for Golfzon Holdings. The fund alleges the original filing omits material information including Golfzon County's valuation and sale-related details.
Why does Terton Capital oppose the Golfzon Holdings tender offer price?
Terton Capital states the total tender offer consideration of 103.7 billion won falls short of even the minority shareholders' estimated 160 billion won portion of Golfzon County equity value alone. The fund argues the controlling shareholder calculated the offer price using market price and holding company average price-to-book ratios rather than underlying asset values, unfairly applying holding company discount to squeeze out minority shareholders.
