Form 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF MAY 2018

Commission File Number: 333-04906

 

 

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

 

 

Euljiro65(Euljiro2-ga), Jung-gu

Seoul 100-999, Korea

(Address of principal executive office)

 

 

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  ☑             Form 40-F  ☐

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):  ☐

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):  ☐

 

 

 

Decision on Acquisition of Shares of Siren Holdings Korea Co., Ltd.

On May 8, 2018, the Board of Directors of SK Telecom Co., Ltd. (the “Company”) resolved to acquire shares of Siren Holdings Korea Co., Ltd.(“SHK”), which wholly owns ADT CAPS Co., Ltd. (“ADT CAPS”).

 

1.Details of SHK    Company Name   Siren Holdings Korea Co., Ltd.
   Location   Republic of Korea    Representative    Norma Rose Kuntz
   Share Capital (Won)   6,735,405,000    Relationship to Company    —  
   Number of Shares Issued   1,347,081    Principal Business    Holding company
2. Details of Share Acquisition    Number of Shares to be Acquired   740,895
   Acquisition Amount (Won)  

702,000,000,000*

* Subject to purchase price adjustments as of the closing date of the acquisition.

   Ratio of Acquisition Amount to the Company’s Total Shareholders’ Equity as of December 31, 2017   3.89%
3. Number of Shares to be Held and Shareholding Ratio after Share Acquisition    Number of Shares to be Held   740,895
   Shareholding Ratio   55.00%
4. Acquisition Method   Cash
   

5. Purpose of Acquisition

 

  

In order to strengthen its security business and expand its residential customer base, the Company resolved to secure the management rights of ADT CAPS by acquiring a stake in SHK, of which ADT CAPS is a wholly-owned subsidiary.

 

6. Scheduled Acquisition Date

 

  

Although the Company expects the closing date to be within six months of the date of the acquisition agreement, the closing date is subject to change depending on when the closing conditions are met, including obtaining approval from the Korea Fair Trade Commission. If approval is obtained from the Korea Fair Trade Commission, the closing date will be the fifteenth business day after the approval date.

 

7. Date of the resolution by the Board of Directors   May 8, 2018
— Attendance of Outside Directors    Present   5
   Absent   0
8. Related Put or Call Agreements   None

 

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9. Other Matters Relating to an Investment Decision  

- The number of SHK’s shares to be acquired listed in Item 2. above refers to the number of shares not as of the date of the acquisition agreement but the number of shares after the following steps have been taken, which are expected to occur within approximately the next two months. Siren Investments Korea Co., Ltd. will be merged with and into SHK with SHK as the surviving entity. After consummation of the merger, steps will be taken so that CAPSTEC Co., Ltd. and ADT Security Co., Ltd., which are subsidiaries of ADT CAPS, will become subsidiaries of SHK.

 

- The consummation of this acquisition is subject to obtaining governmental approval, among other conditions. Therefore, investors should be aware that the acquisition may not be consummated as set forth herein.

 

[Summary Financial Information of Siren Holdings Korea Co., Ltd. (Unit: in millions of Won)]

 

As of and for the

year ended

December 31,

    Assets      Liabilities      Total
Shareholder’s
Equity		      Share
Capital		      Revenue      Net income  

2017

      2,292,655        2,168,591        124,064        6,735        721,691        10,788  

2016

      2,383,897        1,965,530        418,367        6,735        693,314        -91,765  

2015

      2,453,237        1,942,872        510,365        6,735        666,440        -81,778  

 

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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.

 

SK TELECOM CO., LTD.
(Registrant)
By:    /s/ Jung Hwan Choi
(Signature)
Name:   Jung Hwan Choi
Title:   Senior Vice President

Date: May 8, 2018

 

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