• Follows S-1’s disappointing response to Flashlight Capital’s June 23 proposals
• Offers all cash, 45% premium for 20.6% stake held by five Samsung affiliates with no strategic rationale for holding S-1 shares
• Five boards given until September 23 to respond

Flashlight Capital Partners Pte. Ltd. (“Flashlight Capital”), a shareholder of S-1 Corporation (KRX: 012750) (“S-1” or the “Company”), announced today that it has offered to acquire the entire 20.6% stake in S-1 held by five Samsung Group affiliates—Samsung SDI, Samsung Life, Samsung Fire & Marine, Samsung Securities, and Samsung Card—for KRW 906.6 billion.

Flashlight Capital offered KRW 116,000 per share, a 45% premium to the current market price and above S-1’s all-time closing high of KRW 115,000, reached in July 2016. The five boards have until September 23, 2026 to respond.

Flashlight Capital said none of the five affiliates has a strategic reason to retain its S-1 stake. Samsung SDI is a capital-intensive lithium battery manufacturer, while the four financial companies have no operational overlap with S-1’s security business. Selling these non-core holdings would free up capital for investment in their core businesses or returns to shareholders. The proceeds would be meaningful even for Samsung’s largest affiliates, equivalent to approximately 10% of Samsung Life’s and 13% of Samsung Card’s net income.

Korea’s Commercial Act imposes a legal duty of loyalty on directors toward all shareholders. “Their answer will show whether these boards work for their shareholders, or have become vassals of the Samsung founding family,” said Sanghyun Lee, Managing Partner of Flashlight Capital.

The offer follows Flashlight Capital’s June 23 letter to S-1’s board. Nearly two months later, Flashlight Capital said the board provided only a hollow response. “I was dumbfounded when S-1 admitted it had never even bothered to analyze its own fair share price,” Lee said.

“We also own shares in all five Samsung companies receiving this offer,” Lee added. “We will keep all options open until we hear from each board.”

About Flashlight Capital

Flashlight Capital Partners Pte. Ltd. was founded by Sanghyun Lee, former Head of Korea at The Carlyle Group, where he led the 2014 acquisition of S-1 rival ADT Caps (later renamed SK Shieldus) and its sale to SK Telecom in 2018. In 2022, the firm launched an activist campaign at KT&G.

For more information, please visit www.FlashlightCap.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260826258105/en/

“I was dumbfounded when S-1 admitted it had never even bothered to analyze its own fair share price,” Lee said.