Samsung Card Co. Ltd.

Flashlight Capital Partners is calling on five Samsung Group affiliates to sell their combined 20.6% stake in S-1 Corporation through an open auction after they rejected its KRW906.6 billion offer. The Singapore-based activist investor said the five affiliates — Samsung SDI, Samsung Life Insurance, Samsung Fire & Marine Insurance, Samsung Card and Samsung Securities — declined its August 27 offer to buy their entire holding of 7,815,656 shares at KRW116,000 per share, citing insufficient certainty of completion rather than price. That offer represented a premium of approximately 45% to S-1's closing price on August 26 and exceeded the stock's all-time high. Flashlight Capital founder and managing partner Sanghyun Lee said the affiliates' answer was not a refusal but a rejection of the structure, and argued that an open auction would let every credible buyer, strategic or financial, submit a firm offer. The firm noted that all five affiliates are listed companies whose directors owe duties to their own shareholders, and said holding a non-core minority stake indefinitely after turning down a substantial premium is difficult to reconcile with those duties.

Flashlight Capital Partners has requested to inspect the shareholder registers of five Samsung Group affiliates that collectively hold a 20.6% stake in S-1 Corporation, as part of its campaign to acquire that stake for KRW 906.6 billion, or KRW 116,000 per share. The offer, made on August 27, targets Samsung SDI, Samsung Life, Samsung Card, Samsung Securities, and Samsung Fire & Marine, and the five boards have until September 23 to respond. Flashlight Capital's managing partner, Sanghyun Lee, has also sent a letter to Samsung Electronics Executive Chairman Jay Y. Lee, urging him not to interfere with the boards' independent consideration of the offer. Lee argues that the decision should be made by the boards and their shareholders, and that access to the registers will allow direct communication with those shareholders. Flashlight Capital, founded by Lee, previously led the acquisition of S-1 rival ADT Caps in 2014 and launched an activist campaign at KT&G in 2022.

Flashlight Capital Partners has offered to acquire the entire 20.6% stake in S-1 Corporation held by five Samsung Group affiliates for KRW 906.6 billion, or KRW 116,000 per share, a 45% premium to the current market price. The offer, made to Samsung SDI, Samsung Life, Samsung Fire & Marine, Samsung Securities, and Samsung Card, gives the boards until September 23 to respond. Flashlight Capital argues that none of the affiliates has a strategic reason to retain the stake, noting that the proceeds would be equivalent to about 10% of Samsung Life's and 13% of Samsung Card's net income. The activist investor, led by former Carlyle Group Korea head Sanghyun Lee, criticized S-1's board for a hollow response to its June 23 proposals and said it will keep all options open.