Activist Offers to Buy S-1 Stake From Samsung at 45% Premium

Activist Offers to Buy S-1 Stake From Samsung at 45% Premium

Thu, August 27, 2026 at 5:14 AM GMT+3 3 min read

(Bloomberg) -- An activist investor has offered a 45% premium for Samsung affiliates' stakes in S-1 Corp., setting up an early test of how board directors handle their expanded fiduciary duties under South Korea's revised corporate law.

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Singapore-based Flashlight Capital Partners said it proposed acquiring the combined 20.6% stake held across five Samsung affiliates — Samsung SDI Co., Samsung Life Insurance Co., Samsung Fire & Marine Insurance Co., Samsung Securities Co. and Samsung Card Co. — for 116,000 won a share, or 906.6 billion won ($655 million) in total. The price represents a 45% premium to Wednesday's closing price.

The offer exceeds S-1's record closing price of 115,000 won, reached in July 2016. Flashlight gave the Samsung boards until Sept. 23 to respond. The activist investor holds a less than 5% stake in the security-services provider, it said. Shares jumped as much as 11% to 89,000 won before paring the advance to around 3%.

The campaign represents an unusual variation on a shareholder-activist tactic known as a "bear hug," in which an unsolicited, premium takeover offer is made to a company's board, designed to force to target's directors to engage rather than risk rejecting a potentially lucrative deal for shareholders.

By approaching the Samsung affiliates directly, Flashlight has put board directors on the hook to defend whether retaining the stakes complies with their fiduciary duties to shareholders.

"None of the five affiliates has a strategic reason to retain its S-1 stake," Flashlight founder Sanghyun Lee said. Samsung SDI operates in the capital-intensive battery industry, while the four financial companies face regulatory restrictions on cross-ownership between financial and non-financial firms, he said.

"Selling these non-core holdings would free up capital for investment in their core businesses or returns to shareholders," Lee said.

Flashlight is seeking to leverage a landmark 2025 revision to South Korea's Commercial Act that explicitly expanded directors' fiduciary obligations to include all shareholders. Championed by President Lee Jae Myung, the law was designed to curb a long-standing criticism that corporate boards have been prioritizing controlling shareholders over minority shareholders.

Read: Korea Boosts Shareholder Rights in Key Law to Support Stocks

"I believe this is the first bear hug in Korea. Maybe slightly different from the definition," Flashlight's Lee said. "The answer from the five boards will show whether the directors work for their shareholders, or have become 'vassals' of the Samsung's Jay Y. Lee family," he said, referring to Samsung Electronics' chairman and a grandson of the Samsung founder.

Flashlight's push coincides with a separate campaign by activist investor Terton Capital, which is opposing a take private buyout bid by Golfzon Holdings Co.'s controlling shareholder, claiming the offer severely undervalues the golf firm.

Flashlight said it is a shareholder in all five Samsung companies in addition to S-1. Samsung SDI holds a 11.03% stake in S-1 and Samsung Life holds a 5.34% stake according to regulatory filing.

S-1, Samsung SDI, Samsung Life, Samsung Fire & Marine, Samsung Card and Samsung Securities did not immediately respond to requests seeking comment.

(Updates with share reaction and Bloomberg's outreach effort to Samsung affiliates)

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