Kakao, one of South Korea’s top internet giants, has doubled down on its quest to take control of SM Entertainment, the iconic K-pop music agency.
The tech firm announced Tuesday that it would seek to buy up to 35% of the music label, just days after a previous share sale between the two parties was blocked by a Korean court. If successful, it would own about 40% of the company.
Kakao and its entertainment unit have launched a tender offer totaling approximately 1.25 trillion Korean won ($962 million), according to a regulatory filing. It plans to offer SM shareholders 150,000 won ($115) per share. That would be a significant premium to what they were offered just last week by HYBE, another Korean music agency best known for its representation of superstar boy band BTS.
If successful, it would also make Kakao SM’s biggest shareholder, a position currently held by HYBE, K-pop’s top agency due to the success of BTS.
Last week, HYBE had offered investors 120,000 won ($92) per share in its own tender offer, through which it had hoped to acquire a further 25% stake of SM. On Monday, the BTS agency revealed that its bid had tanked, boosting its holding by only 0.98%.
HYBE now owns 15.8% of SM, a regulatory filing showed, composed of shares gained from the tender offer and its previous holding of 14.8% purchased through a separate deal last month.
The latest surprise move by Kakao, one of the country’s largest tech firms, adds to an already complex string of shareholder battles playing out over SM Entertainment.
Tangled mess
SM was founded by Lee Soo-man, a legendary music producer who is widely referred to in South Korea as “the godfather of K-pop.” The company is known for representing hit artists, such as NCT 127, EXO, BoA and Girls’ Generation.
Recently, Lee has been battling his firm’s management on multiple fronts — including how much of the company should be sold to either Kakao or HYBE.
HYBE entered the fray last month, when Lee sold most of his personal shares to the agency for 422.8 billion Korean won ($334.5 million). He retains a stake of 3.65%, according to a Monday regulatory filing.
In recent weeks, HYBE has worked to raise its overall holding to 40%, kicking off a shockingly public spat with SM’s leadership, who accused the former of attempting to forge a hostile takeover and eventual monopoly. HYBE has dismissed those concerns, noting that its initial stake was bought “with consent” from Lee.
Meanwhile, Lee is also sparring with SM management on its desire to work more closely with Kakao.
The internet titan is ubiquitous in South Korea, known for its hugely popular messaging service, Kakao Talk, and music streaming platform, Melon, which has been likened to the country’s version of Spotify.
Kakao and its Kakao Entertainment unit already currently hold 4.9% of SM, the company told CNN in a statement Tuesday.
Last month, the company said it had agreed to purchase a 9% stake of SM by buying new shares and convertible bonds. But Lee moved to block the deal through a court injunction.
In a statement shared with CNN at the time, his law firm, Yoon & Yang, said that Lee and SM were “going through a business management dispute,” and that it was illegal “for the SM board of directors to issue new stock and convertible bonds to a third party” when such a dispute was ongoing.
On Friday, the Seoul Eastern District Court accepted Lee’s injunction request, banning SM Entertainment from selling new shares or issuing convertible bonds to Kakao, Lee’s legal representative told CNN in a statement.
Kakao’s gamble
Kakao is pressing forward nonetheless, inviting SM shareholders to accept its tender offer, which ends on March 26.
Kakao wants a strategic business partnership with SM, “judging each other to be the best partners” to compete against global entertainment conglomerates.
Now, those plans are “under threat,” leaving Kakao no choice but to secure the largest shareholder position in SM to “maintain a stable partnership,” the tech firm told CNN in a statement.
Kakao investors appeared wary of the offer. Its shares closed 3% lower in Seoul on Tuesday, while SM’s shares soared 15%.
SM, for its part, said it wanted to move forward with Kakao because of its “respect [for] the current management’s efforts to address factors that have hindered SM Entertainment’s growth.”
“Unlike HYBE, which seeks to take control of SM’s board of directors through a hostile [acquisition], Kakao respects SM’s unique tradition and identity, and will ensure the company’s independent operation, as well as SM artists’ continuous activities,” it added.
Lee did not immediately respond to a request for comment on news of Kakao’s tender offer on Tuesday, while HYBE did not immediately respond to a request for comment on its next steps.
