[6-K] KT Corp. Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Verve Therapeutics (VERV) has filed Amendment No.1 to its Schedule 14D-9 in connection with Eli Lilly’s pending tender offer. The amendment reiterates the offer terms of $10.50 in cash plus a non-tradable contingent value right (CVR) worth up to $3.00 per share, and provides additional detail on employee retention, financial advisor engagements, valuation work and pending litigation.

Key supplemental disclosures:

• Retention Awards: An aggregate $2.9997 million programme for nine executives (ex-CEO) pays out 12 months post-closing; $1.877 million has been granted to current executive officers.
• Financial advisors: Centerview Partners and Guggenheim Securities formally engaged 20 May 2025; Chestnut Partners is receiving a quarterly retainer ($87.5 k) and an estimated $3.5 million success fee.
• Valuation updates: Centerview DCF uses a 15.5-18.5 % WACC and assumes $434 million net cash plus $50 million 2025 raise; Guggenheim applies a 15.75-18.25 % WACC.
• Regulatory status: HSR filings were made 25 June 2025, triggering a 30-day review that could extend if a Second Request is issued.
• Litigation: Two shareholder suits (Johnson and Thompson, filed 25-26 June 2025 in NY Supreme Court) seek to enjoin the deal over alleged disclosure deficiencies; several demand letters received. VERV denies merit but is voluntarily providing these disclosures to moot claims.

The board continues to evaluate strategic alternatives and notes no current post-merger employment agreements for management. All other terms of the tender offer remain unchanged.

Positive

• Offer clarity: Amendment reaffirms $10.50 cash plus up to $3.00 CVR per share, providing fixed downside and milestone-based upside for shareholders.
• Regulatory progress: HSR filings submitted on 25 June 2025, starting the statutory review clock and signalling forward momentum toward closing.

Negative

• Shareholder litigation: Two complaints and multiple demand letters seek to enjoin the merger, introducing potential delay and additional legal expense.
• Antitrust uncertainty: A possible Second Request under the HSR Act could extend the review period and postpone the tender offer closing.

Insights

M&A Specialist

TL;DR: Amendment adds clarity on retention, advisor fees and valuation; no change to $10.50 + $3 CVR offer—overall positive for deal certainty.

The filing tightens the disclosure record, which is critical for closing a cash-plus-CVR transaction. Detailed DCF parameters from Centerview and Guggenheim substantiate fairness, and retention awards (≈$3 m) are modest relative to deal size, supporting employee continuity without materially diluting consideration. HSR submission on 25 June keeps the antitrust timeline on track. By addressing shareholder disclosure claims upfront, Verve reduces potential injunction risk. Net impact is to de-risk execution and reinforce the board’s prior recommendation.

Securities Litigation Analyst

TL;DR: New lawsuits create headline risk, but voluntary supplemental disclosures should limit material delay—overall neutral.

Two complaints in NY Supreme Court allege disclosure omissions and seek to block the merger. Such suits are common in M&A and often settle quickly once supplemental disclosures are provided. Verve’s proactive release of additional information (the basis of this amendment) and its stance that claims lack merit lessen the probability of an injunction. However, litigation could still add legal costs and marginal timing risk, warranting monitoring but not altering the fundamental deal thesis.

 

 

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 July 2025

Commission File Number 1-14926

 

 

KT Corporation

(Translation of registrant’s name into English)

 

 

90, Buljeong-ro,

Bundang-gu, Seongnam-si,

Gyeonggi-do,

Korea

(Address of principal executive offices)

 

 

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 ☒   Form 40-F ☐

 

 

 

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.

 

Dated: July 15, 2025
KT Corporation
By:	 	/s/ Jaegil Choi
Name: Jaegil Choi
Title: IRO
By:	 	/s/ Sanghyun Cho
Name: Sanghyun Cho
Title: IR Team Leader

Decision for Cash Dividend Payment

 

1. Dividend category			  	Quarterly dividend
2. Dividend type			  	Cash dividend
3. Dividend per share (KRW)	  	Common Stock	  	600
	  	Different classes of stocks	  	-
- Differential dividends			  	No
4. Dividend yield (%)	  	Common Stock	  	1.1
	  	Different classes of stocks	  	-
5. Total dividend payment (KRW)			  	144,657,523,800
6. Record date			  	2025-07-30
7. Dividend payment date			  	2025-08-14
8. Whether General Shareholders’ Meeting will be held			  	No
9. Date of General Shareholders’ Meeting			  	-
10. Date of approval by the BoD			  	2025-07-15
-Attendance of outside directors	  	Present (No.)	  	8
	  	Absent (No.)	  	0
 
11. Additional details relevant to investment consideration
 
-  The total number of shares eligible for dividend payment is 241,095,873 shares. -  The Company’s Audit Committee is composed entirely of outside directors. -  The Company has been buying back treasury shares under a trust agreement since February 14, 2025, and therefore, the ‘total number of shares eligible for dividend payment’ and the ‘total dividend payment’ may vary as of the record date.

FAQ

What is Eli Lilly’s tender offer price for VERV shares?

Shareholders are offered $10.50 in cash plus a non-tradable CVR worth up to $3.00, for a total potential value of $13.50 per share.

When will Verve’s executive Retention Awards be paid?

Awards vest and pay out in full on the 12-month anniversary of the closing date, subject to continued employment or earlier acceleration upon certain terminations.

Which financial advisors are involved in the Verve–Lilly transaction?

Verve engaged Centerview Partners, Guggenheim Securities, and retained Chestnut Partners for strategic planning support.

What lawsuits have been filed against Verve Therapeutics regarding the merger?

Two NY Supreme Court cases—Johnson v. Verve (6/25/25) and Thompson v. Verve (6/26/25)—allege disclosure deficiencies and seek to block the deal.

Has Verve completed required antitrust filings?

Yes. Verve and Eli Lilly filed HSR forms on 25 June 2025, initiating the standard 30-day waiting period.