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Enchem Shares Fall 6%... TGHL Nasdaq Merger Date Postponed to December 7

Enchem's share price has fallen to the low 20,000-won range, while the schedule for its merger with a U.S. Nasdaq-listed company has been adjusted from October 8 to December 7. The process for subsidiary Enchem America's entry into the U.S. capital markets is still underway, but the merger timing ha

Wooil Shim
Staff Reporter
9 min read
Enchem Shares Fall 6%... TGHL Nasdaq Merger Date Postponed to December 7
CBC News

Enchem's share price has fallen to the low 20,000-won range, while the schedule for its merger with a U.S. Nasdaq-listed company has been adjusted from October 8 to December 7. The process for subsidiary Enchem America's entry into the U.S. capital markets is still underway, but the merger timing has been pushed back by about two months as the review and approval stages have not yet been completed.

■ Shares Fall 6.03%... Intraday Low of 20,000 Won

According to Naver Securities, Enchem closed at 21,800 won in after-hours trading on the 8th, down 1,400 won (6.03%) from the reference price of 23,200 won. The opening price was 23,400 won and the intraday high was 23,900 won, but as the stock declined, the low fell to 20,000 won. The difference between the intraday high and low was 3,900 won.

The 52-week high is 105,000 won and the 52-week low is 14,010 won, meaning the current share price is significantly lower than its 52-week peak.

■ Nasdaq Merger Date: October 8 → December 7

Against this backdrop, the U.S. Nasdaq merger deal Enchem is pursuing has emerged as a key variable going forward. On the 8th, Enchem announced that the scheduled merger date for its subsidiary Enchem America and The Growth Hub (TGHL), a Nasdaq-listed company, has been changed to December 7. The company explained that the schedule change was due to necessary procedures, including the U.S. Securities and Exchange Commission's (SEC) review of the securities registration statement and Nasdaq's new listing review, not yet being completed.

The deal is based on a merger agreement signed in July. TGHL underwent a review related to maintaining its Nasdaq listing and was granted a conditional exception period on July 29, which runs until December 2. Enchem set December 7 as the merger date, taking into account a clause stipulating that the transaction be closed in principle on the third business day after this schedule and the merger agreement's precedent conditions are satisfied. However, if the review and approval procedures are completed faster than expected, the actual merger date could be moved up.

Merger-related procedures are currently still in progress. TGHL filed F-1, the merger-related securities registration statement, with the SEC on September 30, and a Nasdaq new listing review concerning the change of control resulting from the merger is also underway in parallel.

■ Reverse Triangular Merger Structure... Fundraising Target of at Least $200 Million

The transaction structure is a reverse triangular merger in which Enchem America survives, and under the agreement, Enchem America's enterprise value was assessed at a minimum of $400 million. If the merger is completed, Enchem will have a foundation to secure funds needed for its local business by utilizing the U.S. capital markets. The company's phased fundraising target is at least $200 million. However, this amount should be distinguished from currently secured funds, as it represents the scale of financing to be pursued after the merger.

Enchem plans to use the funds to be raised for raw material purchases, working capital, and the operation of its production facility in Georgia, United States. The company also intends to invest the funds in supplying North American customers and expanding its local business, a strategy aimed at strengthening both the operation of its North American production base and its fundraising capacity.

■ Remaining Variable Is Whether Reviews Are Passed... Attention on December 2 Exception Period

The Nasdaq-related reviews and the satisfaction of the merger agreement's precedent conditions remain outstanding, meaning additional procedures are needed before the deal is finalized. In particular, the fact that TGHL's conditional listing-maintenance exception period runs until December 2 is an important item to confirm in the upcoming schedule. Enchem stated that it will provide additional guidance to the market if there are changes in the progress of related reviews or key schedules.

With the share price pushed down to the low 20,000-won range, market attention is expected to focus on whether the U.S. merger process actually makes progress. Rather than the change in the scheduled merger date itself, whether future reviews are passed and the concretization of fundraising plans may become important factors in judging the business outlook.

[Corporate value assessments and fundraising targets likewise do not guarantee future realization. This article is not intended to solicit investment, and investment decisions and responsibilities rest with the investor. This article was written with the assistance of AI.]

Wooil Shim
Staff Reporter

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