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Chapter 51: The Privatization

  August 2, 2021. Yeouido. Korea Exchange (KRX) Disclosure System.

  08:00 AM. A single filing hit the DART system, shaking the sleepy summer market awake.

  [Public Tender Offer Announcement] Target: Daegwang Construction (000xxx). Acquirer: Nemesis Capital LLC. Offer Price: 30,000 KRW (35% Premium over current price). Goal: Acquisition of 100% Equity and Delisting.

  The message was clear: The Shadow Sovereign was tired of sharing his kingdom. He was buying the whole thing.

  In the Mirue Partners war room, Kang Min-jun watched the order book. Cash Allocated: 400 Billion KRW.

  "The offer is live," Hong Ye-eun said, her voice tight. "30,000 won. It's a generous premium. The retail investors (Ants) should be happy to exit."

  "The Ants will sell," Min-jun said, sipping his coffee. "They bought at 15,000. Doubling their money in a year? They'll take the win and run."

  "What about the institutions? The pension funds?"

  "They will sell too. They hate uncertainty. A delisting bid creates liquidity for an illiquid stock. They will book the profit for their year-end bonuses."

  "So who won't sell?"

  "The vultures," Min-jun said. "The activist funds who think they can squeeze me for 35,000. And... Hyuk-jae."

  August 5, 2021. Daegwang Hotels. The Tenant's Office.

  Jin Hyuk-jae stared at the Tender Offer document. He held 4% of Daegwang Construction. At 30,000 won per share, his stake was worth 60 Billion Won.

  If he sold, he would be rich again. He could pay off his debts, renovate the hotel, and maybe start over. But if he sold, he lost his last link to his father's legacy. He would be just another rich guy with no power.

  "Don't sell," his lawyer advised. "If Nemesis doesn't reach 95%, they can't force a squeeze-out. If you hold out, you can demand a higher price later. Maybe 40,000."

  "It's not about the price," Hyuk-jae muttered. "If he delists the company, it goes private. No more shareholder meetings. No more public disclosures. He can do whatever he wants inside those walls. He can erase the name 'Daegwang'."

  Hyuk-jae picked up his phone. He dialed a contact at a minor business newspaper (one not owned by Hanseong Ilbo).

  "Run a story," Hyuk-jae ordered. "Title it: 'Is Nemesis Capital Stealing Daegwang Construction on the Cheap?' Argue that the real asset value is 50,000 won per share due to the Hannam-dong project. Incite the minority shareholders to reject the tender offer."

  "Director, Nemesis owns 30%. They have deep pockets."

  "Just write it! Stall them! If they don't get 95% by the deadline, the delisting fails."

  August 15, 2021. The Holdout.

  The tender offer had been open for two weeks. Ye-eun projected the shareholder breakdown on the screen.

  Original Structure:

  


      


  •   Nemesis Capital: 30%

      


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  •   Public Float (Target): 55%

      


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  •   Jin Hyuk-jae: 4%

      


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  •   Vulture Corp (Hedge Fund): 3%

      


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  •   Daegwang Affiliates (Life/Foundation): 3%

      


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  •   Treasury Shares: 4%

      


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  •   Retail Die-hards: 1%

      


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  Current Status:

  


      


  •   Public Float Tendered: 55% (Success).

      


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  •   Nemesis Total: 85%.

      Stolen from its original source, this story is not meant to be on Amazon; report any sightings.

      


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  "We are stuck at 85%," Ye-eun said. "We need 95% to trigger the compulsory buyout. We are short by 10%."

  "It's the rumors," Min-jun nodded. "Hyuk-jae is rallying the holdouts. Vulture Corp is holding out for a price hike. The Affiliates are frozen because the Chairman is in a coma."

  "Should we raise the price? Go to 32,000?"

  "No. If we raise the price once, they will expect another raise. We never negotiate with terrorists."

  Min-jun looked at the list. "We need to unlock the Affiliates and the Vulture. That gets us 6%. That brings us to 91%."

  "Still not 95%."

  "We'll cross that bridge when we get there. First, let's get the Princess."

  August 20, 2021. Hannam-dong. Chairman's Private Residence.

  Jin Seo-yoon sat by her father's bedside. Chairman Jin Seok-hoon was frail, hooked up to monitors. The mighty tiger of the construction industry was now just an old man waiting for the end.

  "Father," Seo-yoon whispered. "Hyuk-jae is trying to block the delisting. He thinks he can save the company."

  The Chairman's eyes fluttered open. "Hyuk-jae... is a fool. He lost the company long ago."

  "I need your signature, Father. To authorize the Foundation and the Insurance arm to tender their shares (3%) to Nemesis."

  "Nemesis..." The Chairman wheezed. "That boy. Kang Min-jun. Does he... treat the company well?"

  "He saved it from bankruptcy. He cleaned out the corruption. He is building the Hannam project faster than we ever could."

  The Chairman closed his eyes. "The era of bloodlines is over, Seo-yoon. It is the era of competence. I’ll sign."

  Seo-yoon placed the pen in his hand. He signed shakily under [Authorization to Sell.]

  August 24, 2021. The Deadline.

  4:00 PM. The Tender Offer window closed.

  In the Mirue Partners office, the final tally came in.

  


      


  1.   Affiliates (3%) -> TENDERED.

      


  2.   


  3.   Vulture Corp (3%) -> TENDERED. (They saw the Affiliates fold and realized the price wouldn't go up).

      


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  Total Stake: 91%. (85% + 6%).

  "It's not enough," Ye-eun gasped, looking at the spreadsheet. "We have 91%. We needed 95%. The delisting fails."

  Min-jun looked at the screen. He wasn't panicking. "What about the Treasury Shares?"

  "Treasury Shares? The company holds 4% of its own stock. But Treasury Shares don't count towards the buyer's stake."

  "Correct. But in a buyout calculation, the denominator changes. If we, as the majority shareholder, vote to retire the Treasury Shares... the total number of outstanding shares decreases."

  Min-jun pulled up a calculator.

  


      


  •   Total Shares Outstanding: 100 units.

      


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  •   Nemesis Owns: 91 units.

      


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  •   Treasury Holds: 4 units.

      


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  •   Hyuk-jae/Others: 5 units.

      


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  "We retire the 4 units held by Treasury," Min-jun said. "The total pie shrinks from 100 to 96."

  "Let's do the math," Ye-eun typed furiously. "91 divided by 96 equals..."

  94.79%.

  The room went silent. "Min-jun," Ye-eun whispered. "It's 94.79%. We are short by 0.21%. We literally missed it by a fraction."

  Min-jun smiled. He reached into his pocket and pulled out a USB drive. "You forgot one shareholder."

  "Who? We contacted everyone!"

  "Not everyone. There's an account that doesn't show up on the institutional radar because it's classified as retail."

  He plugged in the USB. He opened a personal brokerage account under the name Kang Byung-ho.

  Portfolio: Daegwang Construction: 500,000 Shares (0.5%).

  "Grandpa bought at the bottom in March 2020," Min-jun grinned. "He wanted to support the family business. He owns 0.5%."

  "He... he didn't tender?"

  "He doesn't know how to use the app. I have his authentication certificate."

  Min-jun clicked [TENDER].

  New Calculation: Nemesis Shares: 91 + 0.5 = 91.5. Total Base (after retirement): 96. Percentage: 91.5 / 96 = 95.31%.

  THRESHOLD CROSSED.

  "Squeeze-out triggered," Min-jun announced.

  August 30, 2021. The End of an Era.

  A notification arrived at Jin Hyuk-jae's phone.

  [Notice of Compulsory Acquisition] Pursuant to the Commercial Code, Nemesis Capital has acquired 95.3% of Daegwang Construction voting rights. Your remaining shares (4%) will be purchased automatically at 30,000 KRW. Daegwang Construction will be delisted from the KOSPI on September 15.

  Hyuk-jae dropped the phone. It was over. He had been forcibly bought out. The money—60 Billion Won—would be deposited into his account, but his ownership was gone. His voting rights were gone. His legacy was gone.

  He was just a tenant in a hotel he used to own, looking at a construction site he used to rule.

  September 15, 2021. Mirue Partners.

  "It's official," Ye-eun said, looking at the KRX terminal. "Daegwang Construction (000xxx) - DELISTED."

  The ticker symbol vanished. The chart stopped moving. The company had gone dark. It was now a private kingdom, answerable only to Kang Min-jun.

  "We did it," Min-jun said quietly. He owned 100% of a major construction firm. Value: 3 Trillion KRW. Debt: Low. Cash Flow: Massive.

  He looked at the Seoul skyline. He wasn't just a shadow anymore. He was the ground beneath their feet.

  "What now?" Ye-eun asked. "Do we relax?"

  "No," Min-jun said. "Now we prepare for the storm."

  "What storm? The economy is booming."

  "Too booming," Min-jun pointed to the inflation data. CPI: 5%. "The Fed is lying about 'Transitory'. Rates are going to rise. The asset bubble will pop in 2022. Crypto, Stocks, Real Estate... everything will correct."

  He turned to his computer. He opened a file he had created years ago. Project Name: THE BIG SHORT 2.0. Target: Terra (LUNA).

  "Do Kwon is the new Hyuk-jae," Min-jun said. "Arrogant. Leveraged. And holding a bomb. It's time to light the fuse."

  [TRANSACTION LOG]

  


      


  •   Date: Aug 2021

      


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  •   Action: PRIVATIZATION (Buyout).

      


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  •   Asset: Daegwang Construction (Remaining Float).

      


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  •   Cost: ~400 Billion KRW (Cash from Crypto Sales).

      


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  •   Result: 100% Ownership. Delisted from KOSPI.

      


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  •   Status: Private Company. No public reporting requirements.

      


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