'We sent the email,' Nexroc says — JYP fires back: 'It was blocked as blatant spam, we never received it'

Japanese investment group's tender offer claim rebutted again

JYP says email was stopped at server level before reaching company

JYP Entertainment has pushed back again against claims by self-described Japanese investment group The Nexroc Group that it had notified the K-pop agency in advance of plans to acquire a stake. JYP said the email Nexroc claims to have sent was filtered out by the company's security system as spam and never reached the company.

"We have not received or reviewed any officially valid acquisition proposal in connection with the recently reported offer," JYP Entertainment said Thursday. The statement, issued as a regulatory disclosure, marks the company's second denial — following an earlier clarification filing with Korea Exchange on Tuesday.

According to JYP, the email Nexroc says it sent failed to meet sender-credibility standards and was classified as "blatant spam" — a category for which the company cannot even confirm a receipt record. The message was blocked at the server level before reaching the company, a fact JYP said it verified with its email service provider. Corporate email systems typically filter out messages with missing domain authentication or detected security threats at the server stage, without routing them to employee inboxes or spam folders.

Nexroc had claimed through some media outlets that it notified JYP of its negotiation plans via email on Oct. 21 and that it had also contacted the Financial Supervisory Service to explain the matter. The FSS said it had no contact with Nexroc.

The controversy erupted immediately after the close of regular trading on Monday. Nexroc and its affiliate SVCV distributed a press release to domestic media outlets announcing plans to acquire 25 to 50 percent of JYP Entertainment's outstanding shares through a tender offer — a method in which a buyer publicly announces a purchase price and period before buying shares directly from shareholders outside the stock market. The two companies said they were considering a price carrying a 30 percent premium over the reference share price, with Nov. 20 set as the target launch date. They also said they planned to deliver a non-binding letter of intent before the launch and hold 30 days of negotiations. The target stake would exceed the roughly 15 percent held by Park Jin-young, the company's chief creative officer and largest shareholder, and related parties.

The share price swung sharply. JYP Entertainment shares, which closed Monday's regular session at 36,000 won ($27), surged as high as 44,000 won in after-hours trading. On Tuesday, the stock rose more than 10 percent in early trading before paring gains to close up 6.81 percent at 38,450 won. JYP Entertainment said in its Tuesday regulatory disclosure that it had "not received any proposal" regarding the reported stake acquisition.

The FSS issued an investor advisory the same day, flagging the situation as highly unusual — noting that announcing a tender offer intention through a press release before filing a formal tender offer report is extremely rare. The regulator said it would closely monitor the situation for irregular trading and potential regulatory violations, and that it would move swiftly to launch a probe if unfair trading was suspected. It also warned investors that without a formal filing, it is difficult to verify information about the acquirer and the funding, and that there is a possibility the transaction may not go through.

Questions persist about the identity and financial capacity of the would-be acquirer. According to SEC filings on EDGAR, a Form D private placement notice submitted Oct. 20 by "NEXROC SVCV, Inc." — the entity behind the disclosure — lists annual sales in the range of $1 million to $5 million. Acquiring a 50 percent stake would require between 750 billion won and 800 billion won ($599 million). Separate filings from September and October listed securities sales of $50 million and $25 million, respectively, but both listed the number of investors as zero. Nexroc's website describes the company as incorporated in Delaware and Japan, but its SEC filing lists it as a New York state entity.

The JYP tender offer announcement is not Nexroc's first such move. On Oct. 12, the group announced plans to acquire a listed life insurance company in the United States and Australia by Nov. 10. The target company has not been identified, and no tender offer documents have been filed with the SEC.

On the controversy, Nexroc said it "did not expect such close scrutiny to follow what was simply a press release expressing interest."

shee@heraldcorp.com