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 NOVEMBER 2015

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  x            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 CJ HelloVision

On November 2, 2015, the Board of Directors of SK Telecom Co., Ltd. (the “Company”) resolved to acquire shares of CJ HelloVision Co., Ltd. (“CJ HelloVision”) to secure its position as the next generation media platform provider.

 

1. Details of CJ HelloVision    Company Name   CJ HelloVision Co., Ltd.
   Location   Korea   Representative Director   Jin-Suk Kim
   Share Capital (KRW)   193,617,162,500   Relationship to Company   -
   Number of Shares Issued   77,446,865   Principal Business   Fixed-line broadcast services
2. Details of Share Acquisition    Number of Shares to be Acquired   23,234,060
   Acquisition Amount (KRW)   500,000,000,000
   Ratio of Acquisition Amount to the Company’s Share Capital as of December 31, 2014   3.28%
3. Number of Shares to be Held and Shareholding Ratio after Share Acquisition    Number of Shares to be Held   23,234,060
   Shareholding Ratio(%)   30.00%
4. Acquisition Method   Cash
5. Purpose of Acquisition   By acquiring the shares of CJ HelloVision, which will subsequently be merged with the Company’s subsidiary, SK Broadband Co., Ltd. (“SK Broadband”), the Company plans to secure its position as the next generation media platform provider and achieve growth through new business models of the new-media market, including Over the Top (OTT).
6. Scheduled Acquisition Date  

April 4, 2016

(Subject to change depending on when the closing conditions are met, including obtaining approval from the relevant institutions)

7. Submission of Key Matter Report Regarding Asset Transfer   Not required
- Total Assets of the Company at December 31, 2014 (KRW)   27,941,233,180,410
- Percentage of Acquisition Amount to Total Assets   1.79%
8. Date of the resolution by the Board of Directors   November 2, 2015
— Attendance of Outside Directors    Present   4
   Absent   0
— Attendance of members of Audit Committee who are not outside directors   0
9. Related Put or Call Agreements  

(a) Upon the closing of the share acquisition transaction (the “Closing”), CJ O Shopping will have a put option and the Company will have a call option with respect to the CJ HelloVision shares that are owned by CJ O Shopping Co., Ltd. (“CJ O Shopping”) at the time of exercise of such option.

 

Price of put option (KRW): 26,994

 

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Exercise period: For a period of two years from the third anniversary of the Closing

 

Price of call option (KRW): 26,994

Exercise period: For a period of five years from the Closing

 

(b) In addition, if a third party offers to purchase CJ HelloVision shares from CJ O Shopping, the Company has a right of first refusal to purchase such shares at the same purchase price.

10. Other Matters Relating to an Investment Decision   On November 2, 2015, the board of directors of SK Broadband approved the merger with CJ HelloVision. Please refer to the Form 6-K filed on November 3, 2015 entitled “Decision on Merger of SK Broadband” for related information.

[Summary Financial Information of CJ HelloVision (Unit: in millions of KRW)]

 

As of and for the year ended December 31,

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

2014

      2,170,450         1,266,873         903,577         193,617         1,270,376         25,655   

2013

      2,080,518         1,195,974         884,543         193,617         1,160,227         76,955   

2012

      1,555,958         831,197         724,761         173,157         890,993         104,361   

 

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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/ Yong Hwan Lee

(Signature)
Name:   Yong Hwan Lee
Title:   Senior Vice President

Date: November 3, 2015

 

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