[비즈한국] Yerimdang036000 acquired Pocket Games, a company engaged in the PHC (Prestressed High-strength Concrete) business, in July 2012. In December 2012, Yerimdang announced that it had formed a consortium with Pocket Games to acquire T’way Air091810. Subsequently, Pocket Games changed its name to T’way Holdings003870, and the stake in T’way Air previously held by Yerimdang was transferred to T’way Holdings. This established the governance structure of Yerimdang → T’way Holdings → T’way Air.
On February 26, Daemyung Sono Group announced it had signed a Stock Purchase Agreement (SPA) to acquire a 46.26% stake in T’way Holdings held by Yerimdang and its specially related persons for 250 billion KRW. T’way Holdings owns a 28.02% stake in T’way Air. Daemyung Sono Group had previously purchased a 26.77% stake in T’way Air last year. With the acquisition of T’way Holdings, Daemyung Sono Group has secured a 54.79% stake in T’way Air.
In the investment banking (IB) industry, it is reported that there were disagreements between Yerimdang and Daemyung Sono Group regarding the acquisition method. It is known that Yerimdang wanted to sell both T’way Holdings and T’way Air, while Daemyung Sono Group only wanted to acquire T’way Air.
From Daemyung Sono Group’s perspective, there was little need to acquire T’way Holdings. First of all, acquiring only T’way Air could have resulted in a lower purchase price compared to acquiring T’way Holdings as well. However, for Yerimdang, selling T’way Holdings is necessary to receive the sale proceeds directly. If only T’way Air were sold, the proceeds would belong to T’way Holdings, the entity that owns the T’way Air stake. While T’way Holdings' assets are reflected in Yerimdang’s consolidated financial statements, cash does not flow directly into Yerimdang.
Ultimately, Daemyung Sono Group acquired both T’way Holdings and T’way Air. The group is expected to continue the PHC business through T’way Holdings. However, T’way Holdings' earnings outlook is not bright. The company's PHC products are mainly supplied to construction sites. The problem is that the recent poor state of the construction market has led to sluggish performance for T’way Holdings. T’way Holdings' revenue fell by 32.56% from 7.8 billion KRW in 2023 to 5.2 billion KRW in 2024, and during the same period, its operating loss widened from 3 billion KRW to 5.2 billion KRW.
Kim Chang-soo, a senior researcher at NICE Investors Service, analyzed the construction market this year, stating, “Due to the decline in the construction industry since 2023, shrinking new orders, and additional costs from recently increasing quality issues, weak operating performance is expected to continue for the time being. Construction companies are showing a net cash outflow trend due to low operating profitability and increased working capital, and their net debt scale continues to rise.”
Merging T’way Holdings with other affiliates is also difficult. T’way Holdings is a KOSPI-listed company. If T’way Holdings were to merge with another Daemyung Sono Group affiliate, minority shareholders of T’way Holdings could exercise their appraisal rights. Appraisal rights refer to the right of shareholders who oppose a merger to demand that the company purchase the shares they own. Minority shareholders (those holding less than 1% stake) of T’way Holdings own more than 50% of the company. If a large number of minority shareholders file for appraisal rights, Daemyung Sono Group would have to spend a significant amount of money.
At best, synergy between the group affiliate Daemyung Construction and T’way Holdings can be expected. Daemyung Construction’s performance is on an upward trend, with revenue increasing by 53.69% from 197.4 billion KRW in 2023 to 303.4 billion KRW in 2024. Daemyung Construction has major projects ahead, such as the Mangsang District 1 development project in Donghae, Gangwon-do.
Daemyung Sono Group presented its future vision for T’way Air, including strengthening aviation safety and maintenance capabilities, expanding professional human resources, increasing profitability, and creating synergy between the leisure and aviation industries. Seo Jun-hyuk, Chairman of Daemyung Sono Group, stated, “The aviation industry is one where safety must be the top priority, and I promise that we will be reborn as an even safer and more reliable airline.” Although Daemyung Sono Group presented various blueprints for T’way Air, it did not mention T’way Holdings at all. BizHankook inquired with Daemyung Sono Group about future plans for T’way Holdings, but the group did not provide a specific stance.