Notice of Small-Scale Merger
2023.03.23
Notice of Small-Scale Merger
Pursuant to Article 527-3 of the Korean Commercial Act, the Company has entered into a small-scale merger agreement with Voronoi Bio Inc. with the approval of the Board of Directors, and hereby gives notice as follows.
- Details -
1. Method of Merger: Voronoi Inc. absorbs and merges with Voronoi Bio Inc.
2. Merger Ratio: Voronoi Inc. : Voronoi Bio Inc. = 1 : 0
3. Status of the Dissolving Company
A. Name: Voronoi Bio Inc.
B. Head Office Address: 11F, Bldg. S, 32 Songdogwahak-ro, Yeonsu-gu, Incheon (Songdo-dong, Technopark IT Center)
4. Merger Date: May 11, 2023
5. The merger between Voronoi Inc. and Voronoi Bio Inc. is effected by resolution of the Board of Directors without approval of the general meeting of shareholders pursuant to Article 527-3 of the Korean Commercial Act
6. Guidance on Exercise of the Right to Express Dissent
A. Procedure: Shareholders recorded in the shareholder register as of March 23, 2023 who object to the resolution of the Board of Directors on the merger shall complete and submit a written notice of dissent to the resolution of the Board of Directors
B. Submission Period: March 23 ～ April 6, 2023
C. Method and Place of Exercise
1) Special account (registered) shareholders: Submit to the IR Team of Voronoi Inc. by April 6, 2023 (☎ 032-830-4855)
2) General account (beneficial) shareholders: Submit to the securities company with which they trade by April 3, 2023 (※ 3 days earlier than special account (registered) shareholders)
(However, please confirm the specific submission deadline and procedure with your securities company)
D. Appraisal Rights: Appraisal rights are not recognized pursuant to Article 527-3 of the Korean Commercial Act
E. Pursuant to Article 527-3 of the Korean Commercial Act, if shareholders holding 20% or more of the total issued shares give notice of dissent to the small-scale merger, the small-scale merger substituting the approval of the Board of Directors for the approval of the general meeting of shareholders cannot be carried out
March 23, 2023
Voronoi Inc.
CEOs Hyuntae Kim and Daekwon Kim
Pursuant to Article 527-3 of the Korean Commercial Act, the Company has entered into a small-scale merger agreement with Voronoi Bio Inc. with the approval of the Board of Directors, and hereby gives notice as follows.
- Details -
1. Method of Merger: Voronoi Inc. absorbs and merges with Voronoi Bio Inc.
2. Merger Ratio: Voronoi Inc. : Voronoi Bio Inc. = 1 : 0
3. Status of the Dissolving Company
A. Name: Voronoi Bio Inc.
B. Head Office Address: 11F, Bldg. S, 32 Songdogwahak-ro, Yeonsu-gu, Incheon (Songdo-dong, Technopark IT Center)
4. Merger Date: May 11, 2023
5. The merger between Voronoi Inc. and Voronoi Bio Inc. is effected by resolution of the Board of Directors without approval of the general meeting of shareholders pursuant to Article 527-3 of the Korean Commercial Act
6. Guidance on Exercise of the Right to Express Dissent
A. Procedure: Shareholders recorded in the shareholder register as of March 23, 2023 who object to the resolution of the Board of Directors on the merger shall complete and submit a written notice of dissent to the resolution of the Board of Directors
B. Submission Period: March 23 ～ April 6, 2023
C. Method and Place of Exercise
1) Special account (registered) shareholders: Submit to the IR Team of Voronoi Inc. by April 6, 2023 (☎ 032-830-4855)
2) General account (beneficial) shareholders: Submit to the securities company with which they trade by April 3, 2023 (※ 3 days earlier than special account (registered) shareholders)
(However, please confirm the specific submission deadline and procedure with your securities company)
D. Appraisal Rights: Appraisal rights are not recognized pursuant to Article 527-3 of the Korean Commercial Act
E. Pursuant to Article 527-3 of the Korean Commercial Act, if shareholders holding 20% or more of the total issued shares give notice of dissent to the small-scale merger, the small-scale merger substituting the approval of the Board of Directors for the approval of the general meeting of shareholders cannot be carried out
March 23, 2023
Voronoi Inc.
CEOs Hyuntae Kim and Daekwon Kim