■ SK Innovation decides to absorb its separator business subsidiary SKIET; merger to take effect on January 1, 2027
■ Move expected to strengthen the financial stability and operational efficiency of the separator business and reinforce its business competitiveness
SK Innovation and its separator business subsidiary, SK IE Technology (hereinafter “SKIET”), are set to merge. SK Innovation and SKIET announced that each company’s board of directors convened on August 25 (KST) and approved the proposal to proceed with the merger.
Through the merger, SK Innovation plans to reorganize SKIET’s separator business within the parent company to secure greater financial stability and improve operational efficiency. This is intended to strengthen the mid- to long-term competitiveness of the separator business and enhance shareholder value.
■ Merger Structure and Terms
Under the transaction, SK Innovation will absorb SKIET. For SK Innovation, the surviving entity, the transaction will proceed as a small-scale merger, while for SKIET, the dissolving company, it will follow the general merger procedure. SK Innovation will issue new shares and allot them to SKIET shareholders.
The merger ratio has been set at 1 to 0.1174540. In accordance with the Financial Investment Services and Capital Markets Act and related regulations, the ratio was calculated based on reference market prices derived from the arithmetic average of the one-month and one-week weighted average closing prices and the most recent closing price of SK Innovation and SKIET, respectively. Accordingly, 0.11 shares of SK Innovation common stock will be allotted for each common share of SKIET.
■ Schedule
The merger is scheduled to be approved at SK Innovation’s board of directors meeting and SKIET’s general shareholders’ meeting on November 24, with related procedures to be completed on the merger date of January 1, 2027. The new SK Innovation shares issued in connection with the merger will be listed on January 18, 2027.
As SK Innovation is proceeding via a small-scale merger, the exercise of appraisal rights (share purchase demand rights) will be omitted, and shareholder approval will be replaced by a resolution of the board of directors.
■ Rationale
Through this merger, the separator business—previously operated by SKIET as a separate legal entity—will be incorporated into SK Innovation. The move is designed to secure financial stability and proactively mitigate business and financial risks, while improving operational efficiency through the realignment of the business structure.
SKIET was established in April 2019 through the physical spin-off of SK Innovation’s materials business and was listed on the securities market (KOSPI) in May 2021. Building on its capabilities in producing LiBS (Lithium-ion Battery Separator), a core material for lithium-ion batteries used in electric vehicles (EVs), the company has strengthened its global presence in the secondary battery separator field, which was expected to grow rapidly alongside the accelerating expansion of the EV market.
More recently, however, the business environment has evolved significantly from the time of the spin-off, marked by a slowdown in the growth of the global EV market, a delayed recovery in demand across key markets such as North America, and intensifying price competition as Chinese competitors enter the global market. Against this backdrop, there are limits to improving profitability and cash generation in the near term, and the company’s independent financing capacity has been constrained.
In light of these conditions, SK Innovation determined that resolving business and financial risks and enhancing business competitiveness through a merger with the parent company would be more advantageous than maintaining SKIET as a standalone entity, and decided to pursue the merger accordingly.
■ Expected Effects
Following the merger, the company expects to improve operational efficiency in the separator business and reduce various overlapping and financing costs. In addition, by combining SK Innovation’s R&D capabilities with SKIET’s product development expertise, the company anticipates strengthening its competitiveness, including through the future expansion of its separator business for energy storage systems (ESS).
■ Statement
A representative from SK Innovation stated, “Through this merger, we plan to strengthen our financial stability and streamline our business structure, thereby enhancing the mid- to long-term competitiveness of the separator business.” The representative added, “We will do our utmost to ensure that this merger leads to a recovery in business competitiveness and an enhancement of shareholder value.”
