1July 22,
2026
There Is Still Time To Do What Is Right
The price against book value, the timing against the Golfzon County sale, and treasury shares never cancelled.
GOLFZON HOLDINGS (KOSDAQ 121440)
We are committed to minority shareholders receiving fair value.
A vehicle ultimately wholly owned by the controlling shareholders is taking Golfzon Holdings private at 6,700 KRW a share. That is ~35% of the Company's own reported book value, and roughly 22% of our estimate of what it is actually worth. The offer launched one month after preliminary bids, per media reporting, closed on Golfzon County, the crown-jewel asset in which the Company holds a ~31.58% interest and a contractual right to sell alongside MBK Partners at the same price. The Board commissioned a valuation and has published the methodologies, the meeting dates and the advisors, but not the value they produced.
- Offered
- 6,700KRW To delist the Company
- Our estimate of value
- ~31,100KRW Reported book value, marked up for two understated assets (Golfzon County stake and investment real estate)
- Of reported book value
- ~35% and ~22% of our estimate of value
- Shareholders' verdict
- 37% of shares sought were not tendered during the first tender offer
Governance:
Corporate governance
Korea's new shareholder protections, tested in a single transaction
Korea has spent two years building a framework to protect minority shareholders in exactly this situation. This transaction engages almost all of it at once.
What the reform requiresWhat happened
Commercial Act, Article 382-3
Duty of loyalty to all shareholders
Directors shall perform their duties in good faith for the interest of the company and stockholder in accordance with statutes, and the articles of incorporation.
Approved the offer, but never disclosed the value it found
The Board approved the offer while staying neutral on whether to accept it, and told shareholders the price “does not represent the absolute value” of the Company. Its finding was that the price does “not particularly harm” minority shareholders.
Opinion filed August 3, 2026Capital Markets Act amendment, passed August 20, 2026
Fair value, not a suppressed price
Once the amendment takes effect, a share exchange price, and the appraisal price paid to dissenting shareholders, will be set by comprehensively considering market price, asset value and earnings value.
Not mentioned; 6,700 KRW adopted as the benchmark
The Board met on August 25 without mentioning the amendment passed five days earlier, while stating it would monitor for a share exchange “equivalent to” 6,700 KRW.
Board meeting, August 25, 2026Ministry of Justice guideline, February 25, 2026
Form an independent special committee
For a going-private offer from the controlling shareholder's side, boards should convene promptly, and consider forming a committee independent of the controller and commissioning an independent valuation.
Voted that no further review was needed
On August 25 the Board resolved not to establish a special committee for the second offer, after 37% of the shares sought went untendered, and after the market priced the offer as too low on every trading day.
Board resolution, August 25, 2026Capital Markets Act, Article 138
A reasoned opinion, in time to act on
The target's board may state its opinion on the offer so shareholders can decide on an informed basis within the offer period.
Issued 35 days in, leaving two days
Filed 35 days into a 38-day offer, only after shareholders publicly demanded it. No enterprise value, no asset values, no discount rate, and no mention of Golfzon County at all.
Filed August 3, 2026KOSDAQ disclosure obligations
Timely disclosure of material agreements
Agreements that could result in a change of the largest shareholder, including a pledge of the largest shareholder's shares, must be disclosed to the market on the day they are signed.
Advance notice of designation
On July 29 the Company received advance notice of designation as an unfaithful disclosure corporation for late disclosure of the share pledge agreement that funded the first offer. The KRX's decision is now due by September 21.
Notice issued July 29, 2026Valuation:
Offered
6,700KRW
Reported book value
19,310KRW
Our estimate of value
~31,100KRW
OfferedReported book valueOur estimate of valueOne dot = 500 KRW per share
Golfzon County is carried at 195.8B KRW on the equity method; reported preliminary bids imply roughly 400B KRW for the Company's effective stake. The investment real estate is carried at 316B KRW cost against the 567.5B KRW appraisal the Company itself discloses in its annual report. Value the Golfzon County stake at nothing above its carrying value, add the Company's separate 66.4B KRW of cash, and those two items alone already exceed the 258.8B KRW the offer places on the entire company.
Letters:
The correspondence
Three open letters to the Board
2August 18,
2026
One More Chance To Do What's Right
Four respects in which the Board's conduct breaches the duty of loyalty, and the 31,100 KRW calculation in full.
3August 27,
2026
Breaching Your Duty Of Loyalty To Shareholders
One request: publish the number. If it supports 6,700 KRW, publication costs the Board nothing.
Position:
We will not stop.
Reforms are worth what their enforcement is worth. We will pursue minutes, records, regulators and the courts until minority shareholders of Golfzon Holdings obtain fair value. Where a share exchange or a controlling shareholder's purchase follows, shareholders are entitled to have fair value determined by a court, on application; not set by the buyer.
“You can end this today by publishing the number you have.”
Ryan A. Albert, Managing Member, Terton Capital
Third Open Letter, August 27, 2026