MONITORAPP Absorbs and Merges with Subsidiary Soma... "Integration of Security Business and Maximization of Synergy"

KOSDAQ-listed global cyber security company MONITORAPP(MONITORAPP) is stepping up to integrate its security business capabilities by absorbing and merging with its subsidiary Soma.

MONITORAPP announced on the 18th that it has decided to absorb and merge with its 100%-owned subsidiary, Soma, through a board of directors resolution.

This merger will take place in the form of the surviving company, MONITORAPP, absorbing the disappearing company, Soma. Because MONITORAPP owns 100% of Soma's shares, the merger ratio is set at 1 to 0. As it is a non-capital increase merger that does not issue new shares and is conducted in the form of a small-scale merger under the Commercial Act, there will be no change in MONITORAPP's management rights or largest shareholder even after the completion of the merger. There will also be no change in capital.

Regarding the purpose of the merger, the company stated, "It is to improve sales and management efficiency by effectively combining human and material resources, and furthermore, to strengthen business competitiveness." Along with this, they added, "By maximizing synergy effects through the establishment and operation of an integrated strategy, we expect to secure future growth engines and have a positive impact on the company's financial soundness."

The acquired company, Soma, is an enterprise specializing in the development and supply of endpoint security solutions, established in 2016. MONITORAPP already held a 100% stake in Soma, and through this merger, it will directly succeed all of the security businesses operated by Soma. The company explained that it has no plans to change or abolish Soma's existing businesses even after the completion of the merger.

According to the small-scale merger method, appraisal rights are not granted to MONITORAPP shareholders, and the general meeting of shareholders for approval of the merger is replaced by a board of directors resolution. However, if shareholders holding 20% or more of the total number of issued shares as of the shareholder record date (June 2) express their opposition in writing, the process cannot proceed in the form of a small-scale merger.

Key schedules include the signing of the merger agreement on May 19, followed by the receipt of notices of opposition to the merger from June 2 to June 16. The period for submitting creditor objections is from June 17 to July 17, and the date of the merger is July 20. The registration of the merger is scheduled to take place on July 22.

Through the public disclosure, MONITORAPP stated, "Because the acquired company, Soma, was a consolidated subsidiary even before the merger, this merger will not have a significant impact on MONITORAPP's consolidated sales and profits or losses," and added, "We will enhance corporate value through external growth achieved by integrating our business capabilities."