KT CORP — M&A Activity 2009

Apr 3, 2009

6-K/A 1 h03245e6vkza.htm FORM 6-K/A Form 6-K/A PAGEBREAK

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2009

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

206 Jungja-dong Bundang-gu, Sungnam Kyunggi-do 463-711 Korea (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

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This Current Report on Form 6-K is being filed to be incorporated by reference into Registration Statement No. 333-156817 on Form F-4, effective February 19, 2009, relating to the merger proposal.

Resolution of Merger with KT Freetel Co., Ltd.

The merger date between KT and KTF has been changed from May 18, 2009 to June 1, 2009. As of this change, the previously disclosed resolution to merge with KTF is amended as follows.

Amendment date : April 3, 2009

1. Filing date of the amended Form 6-K : January 20, 2009 2. Reason for amendment : Change of merger date and related dates 3. Items to be amended

Item	Before Amendment	After Amendment
4. Basis for calculation	merger date(May 18, 2009)	merger date(June 1, 2009
tentative date)
8. Merger Schedule
- Date of merger	March 18, 2009	June 1, 2009
- Merger registration date	March 19, 2009	June 2, 2009
11. Other matters to be
considered in investment
decisions
f. Date for listing of new
shares: June 9, 2009	June 9, 2009	June 23, 2009

Incorporating the above amendments, the disclosure as amended, should be as follows:

On January 20, 2009, the board of directors of KT Corporation passed a resolution to approve the merger agreement between KT Corp.(“KT”) and KT Freetel Co.,Ltd.(“KTF”) as follows:

1. Description of merger	KT Freetel(“target”) will be merging with and into KT Corporation(“acquirer”)
2. Purpose of Merger	The merger will :
	- actively address the fixed-mobile convergence environment
	- enable KT to grow as a global competitive company by increasing management
efficiency and maximizing merger synergy effects
3. Merger ratio	Merger ratio:
	KT: KTF = 1:0.7192335 (common shares)

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| 4. Basis for calculation | a. In connection with the merger of KT with KTF, as both companies are listed
in the securities market, the merger ratio was calculated pursuant to Korea
Securities and Exchange Act Article 84-7.1.1 of Enforcement Decree of the
Korean Securities and Exchange Act and Article 36-12.1 of Enforcement
Regulation of the Korean Securities. |
| --- | --- |
| | b. KTF common stockholders that are registered in the transfer books as of the
merger date(June 1, 2009 tentative date) will receive 0.7192335 shares of
KT(face value KRW5,000) for every one share of KTF(face value KRW5,000). |
| | c. Cash will be given instead of fractional shares resulting from the
allocation of shares, to the entitled shareholders, which amount is calculated
based on the closing price of the first trading date in the securities market
of Korea of the merged company (“KT”). |
| 5. Class and number of shares to be
distributed at the time of merger (share) | 7,584,793 common shares |

| 6. Details of
Target Company | Name of Company | KT Freetel Co., Ltd. | | | |
| --- | --- | --- | --- | --- | --- |
| | Main business | Telecommunication | | | |
| | Relationship with Acquirer | Affiliated company | | | |
| | Recent financial status(million won) | Total Assets | 7,892,620 | Total Capital Stock | 1,044,181 |
| | | Total Liabilities | 3,614,862 | Revenue | 6,395,979 |
| | | Total Equity | 4,277,759 | Net Income | 62,672 |
| 7. Details of new
company | Name of Company | — | | | |
| | Total Capital Stock | — | | | |
| | Main business | — | | | |
| | Relisting | — | | | |
| 8. Merger schedule | Tentative date for EGM | March 27, 2009 | | | |
| | Period of old stock
submission | — | | | |
| | Period of creditors’
formal objection | March 30, 2009
through April 30,
2009 | | | |
| | Date of merger | June 1, 2009 | | | |
| | Merger registration date | June 2, 2009 | | | |

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| 9. Appraisal rights | a. Pursuant to Article 522-3 of the Korean Commercial Code, Article 191 and
Article 84-9.2 of the Korean Securities and Exchange Act |
| --- | --- |
| | b. Appraisal rights can be exercised by shareholders who provide a written
objection to the merger prior to the extraordinary general meeting, the
appraisal price is KRW38,535 per share |
| | c. Appraisal rights exercise period : |
| | March 27, 2009 through April 16, 2009 |
| 10. Date of resolution by Board of Directors | January 20, 2009 |
| | - attendance of outside directors : 5 of 5 |
| | - attendance of audit committee members : present |

1. Other matters to be considered in investment decisions

a. The above “5. Class and number of shares to be distributed at the time of merger (share)” is subject to change during the merger process.

b. The merger agreement may be terminated if either the aggregate purchase price to be paid by KT to its shareholders who exercise appraisal rights exceeds 1 trillion Won , or the aggregate purchase price to be paid by KTF to its shareholders who exercise appraisal rights exceeds 700 billion Won

c. As of the date of the merger agreement “6. Details of Target Company — Key financial information” is as of September 30, 2008

d. The record date to object to the merger is February 5, 2009

e. Period of closing of books of transfer : February 6, 2009 through February 17, 2009

f. Date for listing of new shares: June 23, 2009

g. The above “8. Merger schedule” is subject to change during the merger process

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 3, 2009
KT Corporation
By:	/s/ Thomas Bum Joon Kim
Name:	Thomas Bum Joon Kim
Title:	Managing Director
By:	/s/ Young Jin Kim
Name:	Young Jin Kim
Title:	Director

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