Source: Financial Supervisory Service Data Analysis, Retrieval and Transfer System (DART) / 2024-08-28
Disclosure Type: Other Management Matters (Voluntary Disclosure)
💡 3-Second Summary
Hanwha Ocean has amended the final settlement timeline for its plant business acquisition from Hanwha Corporation and disclosed an agreement where Hanwha Corporation will pay indemnification if liquidated damages occur under the plant construction contract.
📊 1. [Core Disclosure Content & Key Figures Summary]
- Reason for Amendment: Amendment of disclosed items following a change in the settlement schedule.
- Details of Amendment (Plant Business Settlement Deadline):
- Before: The settlement is scheduled to be processed based on the net assets of the acquired business within 2 months from the transaction closing date, and the acquisition value may change depending on the finalized settlement amount.
- After: The settlement is scheduled to be processed based on the net assets of the acquired business within 2 months from the transaction closing date or on a date otherwise agreed upon by the parties, and the acquisition value may change depending on the finalized settlement amount.
- Basic Terms of Business Acquisition:
- Wind Power Business: Acquisition price of KRW 188.1B (1.3% of total consolidated assets at the end of the previous fiscal year), with the acquisition date scheduled for October 1, 2024. The single sales and supply contracts previously disclosed by Hanwha Corporation will also be transferred to Hanwha Ocean.
- Plant Business: Acquisition price of KRW 214.4B (1.5% of total consolidated assets at the end of the previous fiscal year), with the acquisition date scheduled for July 1, 2024.
- Counterparty (Transferor): Hanwha Corporation. The acquisition price was determined through negotiations between the parties based on the evaluation of an external appraisal institution.
- Agreement on Liquidated Damages: Regarding the plant construction contract included in the acquisition, Hanwha Ocean signed a separate agreement with Hanwha Corporation on July 1, 2024, to prepare for the occurrence of liquidated damages. If Hanwha Ocean pays liquidated damages to the counterparty of the construction contract, Hanwha Corporation will pay the corresponding amount to Hanwha Ocean as indemnification for damages. However, the payment amount shall not exceed the limit of liquidated damages under the construction contract (10% of the total contract amount). Whether liquidated damages will occur and the exact amount have not been confirmed as of the disclosure date and will be corrected in a future disclosure once finalized.
📈 2. [Expert View: What This Disclosure Means for Investors]
This disclosure is an amendment notifying changes to the detailed clauses of the business acquisition originally decided on April 3, 2024. According to the disclosure, the period for finalizing the final settlement amount for the plant business acquisition has been adjusted from ‘within 2 months from the closing date’ to ‘a date otherwise agreed upon by the parties.’ The disclosure does not provide a specific reason for the change in the settlement schedule, and it states that the acquisition price may change depending on the finalized settlement amount.
In addition, an agreement has been executed regarding the liquidated damages that may occur from the plant construction contract, stating that the transferor, Hanwha Corporation, will pay indemnification within the limit of 10% of the total contract amount. As the occurrence and exact amount of liquidated damages are unconfirmed at this time, investors can recognize that changes may occur regarding this matter in the future.
📝 Editor’s Comment (by K-STOCK Editor)
This amendment modifies the wording of the net asset settlement schedule for the plant business acquisition and records the indemnity liability clause in the event of liquidated damages. The objective factual matters that investors need to verify in the future are the final settlement amount determined according to the changed schedule and whether the acquisition value of the plant business changes accordingly.
Furthermore, following the agreement on liquidated damages signed on July 1, 2024, the key check points are whether the reasons for paying liquidated damages to the counterparty of the construction contract actually occur in the future and how Hanwha Corporation’s indemnification payment structure will be implemented. Since the figures related to liquidated damages are unconfirmed as of the disclosure date, it is necessary to continuously monitor the contents of amended disclosures to be filed when finalized in the future.
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