Tender Offer vs Exchange Sale Net Proceeds Calculator
Compare Korean tender acceptance and exchange sale cash, entered later tax, remaining shares and settlement dates under 2026 rules.
Compare a Korean stock tender offer with selling all the same tendered shares on an exchange under 2026 rules. Net proceeds after tax are withheld when later tax is unconfirmed.
Legal sources checked: 2026-10-14
Why does the tender price differ from the cash you receive?
This calculator compares tendering stock you already own with selling the same tendered quantity on an exchange.
It uses Korean rules for 2026 and amounts in Korean won (KRW).
A tender price above the quoted market price does not establish the amount of cash you will recover.
An offer may accept only part of your tender, and transaction tax, commissions, transfer expenses and tax payable later can differ between the alternatives.
The calculator first shows settlement cash after deductions made at payment.
It separately deducts application costs from recovered cash, then subtracts the later tax amount you have independently confirmed.
If that tax remains unconfirmed, the corresponding net proceeds remain unconfirmed too.
Unaccepted and untendered shares remain share quantities and are never added to cash.
This separation helps you check both the amount and timing of funds needed for expenses or repayments.
Who can use this comparison?
It is intended for individual shareholders reviewing a Korean tender filing, investors organizing existing holdings, and family members helping a shareholder check broker instructions.
Unlike an IPO subscription, this transaction sells existing shares rather than buying new ones.
You can also enter the final notified quantity after an offer closes to reconcile its settlement.
Keep three different outputs separate
Settlement cash
Gross proceeds for the quantity actually sold, less transaction tax, commissions, fixed sale costs and other withholding.
If additional tax will be paid later, the entire deposit is not necessarily disposable cash.
Net after entered tax
Settlement cash less separately paid application costs and the independently confirmed later tax amount.
Include applicable national and local income tax and avoid deducting tax already withheld a second time.
Remaining holdings
Stock not accepted in the tender remains in your holdings.
The model does not assume immediate cash conversion when trading is suspended or delisting is under way.
The exchange alternative assumes all shares selected for tender are sold on the exchange.
Partial tender acceptance therefore means different quantities are liquidated.
The cash difference is not total portfolio profit, a return percentage or an investment ranking: the alternatives may leave different holdings.
Holdings, tendered shares and accepted shares
These quantities are not interchangeable
- Holdings: shares owned at the start of the comparison.
Check whether account transfer restrictions affect the quantity available to tender. - Tendered quantity: the shares compared between tendering and an exchange sale.
It cannot exceed holdings; shares outside this quantity remain in both alternatives. - Accepted quantity: shares the tender purchaser actually buys.
Use the final notice when available, or clearly identify your input as an assumption.
Scenario mode uses the total tendered quantity, including your own shares, and the filing’s minimum and cap.
Enter a minimum only when the filing says that no shares will be purchased if total tenders fall below it.
Enter a cap only when the filing provides for proportional purchases and rejection of excess tenders.
Zero means no minimum or no cap, respectively; it does not mean a purchase cap of zero shares.
Pro-rata acceptance is not a probability
Above the cap, the model calculates tendered shares × purchase cap ÷ total tendered shares and rounds down to whole shares.
For 1,000 shares tendered, a total of 1,500 and a cap of 900, the result is 600 accepted shares.
Rounding down is a model assumption: a particular offer may round or distribute fractions differently.
The broker’s final quantity takes priority; the model does not predict competition or acceptance probability.
Check Korean transaction and income taxes for 2026
| Transaction | Total reference rate | Included taxes |
|---|---|---|
| Ordinary off-exchange tender sale | 0.35% | General securities transaction tax |
| KOSPI exchange sale | 0.20% | 0.05% transaction + 0.15% agricultural tax |
| KOSDAQ exchange sale | 0.20% | Securities transaction tax |
| KONEX exchange sale | 0.10% | Securities transaction tax |
The KOSPI and KOSDAQ rate restoration under Presidential Decree 36001 took effect on 2026-01-01.
The consolidated decree effective 2026-01-02 confirms those rates too.
Transaction tax is applied to sale proceeds and can arise even when the sale price is below acquisition cost.
Verify exemptions and account-specific collection with your broker, then edit the reference rate if needed.
Do not add agricultural special tax again to the KOSPI total of 0.20%.
Transaction tax is separate from capital-gains tax
Income Tax Act article 94 distinguishes ordinary small shareholders’ exchange and off-exchange disposals of listed stock.
A tender may be treated as an off-exchange sale, requiring a capital-gains tax review beyond transaction tax.
This calculator does not determine major-shareholder status, company classification, acquisition lots, annual gain/loss offsets or the remaining deduction.
Enter an independently verified additional tax total and keep the status unconfirmed until that review is complete.
Issuer repurchases and cancellations may require a separate review of deemed-dividend treatment under Income Tax Act article 17.
Do not assign the same income category to every tender without checking the buyer and transaction structure.
Non-residents and corporations may also have different withholding and tax treatment; enter confirmed settlement deductions separately from tax still payable.
Formulas and deduction order
- Tender gross = accepted quantity × tender price.
Use the purchased quantity rather than automatically applying the price to every tendered share. - Transaction tax = gross × total transaction tax rate ÷ 100.
Commission is calculated separately as gross × commission rate ÷ 100. - Settlement deposit = gross − transaction tax − commission − fixed cost − other withholding.
No acceptance means no sale fixed cost, transaction tax or other withholding, but application/transfer costs can remain when shares were tendered. - Recovered cash = settlement deposit − separately paid application costs; net after entered tax = recovered cash − confirmed later tax.
Include applicable local tax and avoid re-entering tax already withheld. - Exchange gross = tendered quantity × assumed exchange price.
Apply the exchange deductions; tender preparation costs are not assigned to the exchange alternative. - Remaining holdings = initial holdings − quantity actually sold.
The model neither values nor automatically sells those shares.
The reference price gain is disposed quantity multiplied by sale price minus reference acquisition cost.
It is not a taxable capital gain because acquisition fees, tax basis adjustments, offsets and deductions are not included.
The calculation does not impose an assumed statutory won-rounding rule; displayed amounts have up to two decimal places.
If costs exceed proceeds, negative cash is preserved to show the additional outlay.
Fictional example: 600 of 1,000 shares accepted
Assume 1,000 shares held and tendered, a tender price of KRW 18,000, an exchange price of KRW 17,500 and reference acquisition cost of KRW 12,000 per share.
The tender accepts 600 shares, with 0.35% transaction tax, 0% commission and KRW 2,000 application cost.
The exchange alternative sells 1,000 shares with 0.20% transaction tax and 0.015% commission.
Later tender tax of KRW 600,000 and exchange tax of zero are fictional confirmed amounts, not tax assessments produced by the calculator.
| Item | Tender | Exchange |
|---|---|---|
| Quantity disposed | 600 shares | 1,000 shares |
| Gross proceeds | 10,800,000 KRW | 17,500,000 KRW |
| Transaction tax | 37,800 KRW | 35,000 KRW |
| Commission | 0 KRW | 2,625 KRW |
| Settlement deposit | 10,762,200 KRW | 17,462,375 KRW |
| Application cost (separate outlay) | 2,000 KRW | 0 KRW |
| Cash after application costs | 10,760,200 KRW | 17,462,375 KRW |
| Later tax | 600,000 KRW | 0 KRW |
| Net after entered tax | 10,160,200 KRW | 17,462,375 KRW |
| Remaining holdings | 400 shares | 0 shares |
The tender-minus-exchange deposit difference is −6,700,175 KRW.
Cash after application costs differs by −6,702,175 KRW, and the net difference after entered tax is −7,302,175 KRW.
The tender retains 400 shares, so its lower cash amount must not be described as an equivalent portfolio loss.
When and at what price the remaining stock can be sold is outside this calculation.
Fictional example: a higher price can produce lower net cash
Change the accepted tender quantity to 1,000 shares and enter fictional later tax of KRW 1,000,000.
The tender deposit becomes KRW 17,937,000, and cash after application costs is KRW 17,935,000, exceeding the exchange alternative’s KRW 17,462,375 by KRW 472,625.
After later tax, tender net cash is KRW 16,935,000 and the net difference becomes −527,375 KRW.
This example illustrates why tax confirmation matters; it is not a tax estimate for a particular security.
Also inspect a scenario where total tenders fail the disclosed minimum.
Accepted quantity becomes zero, all tendered stock remains held, and sale proceeds and transaction tax are zero.
If KRW 2,000 in application costs has already been incurred, the tender alternative still changes cash by −2,000 KRW.
This is why preparation expenses are separated from costs triggered by an executed sale.
How to use the calculator
- Read the filing and its amendments.
Verify the purchaser, price, minimum, cap, application method and return procedure against current broker instructions. - Enter holdings and the quantity to compare.
If several accounts are combined, check transfer restrictions and costs and keep the comparison unit consistent. - Choose notified quantity or a scenario.
An assumed total tender quantity is not a confirmed allocation; use the final notified quantity when available. - Check tax rates, fees and withholding.
Distinguish online and branch commissions, transfers and whether quoted tax includes local tax. - Confirm later tax and payment dates.
Leave later tax unconfirmed until reviewed, and avoid treating the whole deposit as spendable money. - Save the quantities and verification status.
Export TXT or print the results, confirm the actual cutoff time, payment date and accepted quantity, then recalculate after changes.
Compare the deadline and payment dates too
Distinguish the offer’s closing date from the broker’s application cutoff time.
A share transfer or document requirement may make last-day completion impractical.
Entered dates are verification notes, not an automatic determination of holidays, transfer windows or trade execution.
- With both payment dates entered, the model shows their calendar-day difference.
A positive tender-minus-exchange value means the tender pays that many days later. - The fictional tender settlement of 2026-10-22 and exchange settlement of 2026-10-16 are 6 days apart.
These are example dates, not live transaction dates. - Enter the exchange settlement date confirmed by your broker.
The model does not assume cash can be withdrawn immediately on the sale date. - Tender settlement must be after the entered application deadline.
The model accepts only 2026 dates; transactions in 2027 or later require that year’s rules to be checked again.
Practical situations
A shareholder with a fixed payment deadline
For a loan repayment or medical bill, check both price and the date funds become available.
A later tender payment may require separate interim funds.
This model does not estimate borrowing eligibility or interest for the waiting period.
An offer that may be oversubscribed
Check the remaining holding instead of assuming all shares will be accepted.
Change total tenders and the cap to inspect different cash scenarios.
Tax may change with each quantity, so verify the amount again before reusing a previous scenario’s tax input.
A family member reconciling a shareholder’s account
A worksheet containing holdings, tendered shares, accepted shares and deposits makes broker questions specific.
Tax conditions and acquisition evidence belong to the account holder; do not copy another family member’s assessed amount.
Record the filing and verification date in the note, without account passwords.
Scope, limits and cautions
- Prices, quantities, tax, costs and confirmation checkboxes are user inputs.
The model does not retrieve live filings or prices or replace broker verification. - Hypothetical numbers can remain visible when a transaction is unavailable or unconfirmed.
The result includes those states and does not determine whether you can execute the transaction. - Verify costs for the actual accepted quantity.
Sale fixed costs apply only when a sale occurs, while tender preparation costs can remain even if nothing is accepted. - Remaining share value, dividends, waiting-period interest, future prices, post-delisting sale costs and annual tax offsets are excluded.
Acquisition cost is only a reference for the price gain before costs, not an automatically validated tax basis. - Share quantities must be whole numbers; holdings, tenders and direct acceptance each have a maximum of 1,000,000 shares.
Prices are limited to KRW 10,000,000 per share, tax/commission rates to 0–100% with four decimal places, and each withholding/later-tax input to KRW 1 trillion.
Correct out-of-range values and inconsistent quantities before calculating.
Frequently asked questions
Is tendering always better if its price is above the market price?
Check partial acceptance, transaction and later taxes, fees and settlement timing together.
Different remaining holdings mean the cash difference alone cannot rank the investments.
Why can accepted quantity differ from tendered quantity?
A disclosed minimum-failure or oversubscription condition may allow all or part of the tender to be unpurchased.
Enter the actual accepted quantity from the final notice when available.
Is rounding down fractional shares the legal allocation rule?
Rounding down is this calculator’s scenario assumption.
The offer’s fractional allocation procedure and the broker’s final notice take priority; additional allocations are not predicted.
Why is capital-gains tax not assessed automatically?
Tax depends on exchange versus off-exchange disposal, shareholder and company status, acquisition basis and annual offsets or deductions.
Enter a national and local tax total verified using your own evidence.
Can I enter zero if I do not know the later tax?
Keep the status unconfirmed.
Deposits and cash after application costs remain visible, but net proceeds and their difference are withheld.
Use confirmed zero only after verifying that no additional tax is due.
Do issuer repurchases use the same tax treatment?
Transaction structure and cancellation can require a deemed-dividend review.
The calculator does not classify income automatically; confirm the buyer, withholding and tax amounts separately.
Why can zero acceptance produce negative cash?
Tender application or transfer expenses may already have been incurred.
Sale proceeds and transaction tax are zero while those preparation expenses remain; the held shares have not disappeared.
What should I recheck after saving?
Check amended prices, quantities, allocation procedures, account restrictions, broker cutoff times and settlement dates, fees and tax including local tax.
Recalculate whenever those conditions change.
Official sources and updates
Sources were checked on 2026-10-14 for Korean transactions in 2026.
The National Law Information OPEN API was used to verify the Capital Markets Act effective 2026-10-02, its decree effective 2026-10-13, Securities Transaction Tax Act article 8, decree article 5, Agricultural Special Tax Act article 5, and Income Tax Act articles 94 and 17.
The original promulgated text for decree MST280901 returned older rates; amendment MST282431 effective 2026-01-01 and the consolidated text effective 2026-01-02 were checked together.
The older KOSPI 0% and KOSDAQ 0.15% rates are not used for 2026.
- Capital Markets Act article 134: disclosed terms
- Capital Markets Act article 141: purchase conditions
- Securities Transaction Tax Act article 8
- STT decree article 5: consolidated 2026 rates
- Agricultural Special Tax Act article 5
- Income Tax Act article 94: exchange and off-exchange sales
- Income Tax Act article 17: deemed dividends
- KRX Saramin filing dated 2026-03-23: procedural example
- National Tax Service stock capital-gains guidance
The Saramin tender filing dated 2026-03-23 is a procedural example confirming settlement deposits, 0.35% transaction tax and separately reported capital-gains tax.
Its price and closing date are not current trading inputs.
After legal amendments or offer corrections, recheck rates, conditions, settlement dates, fees, tax and fractional-share handling.
Use the filing and account figures to build your worksheet
Inspect the fictional example, then replace its holdings, tendered quantity, accepted quantity and costs with your own verified figures.
Keep uncertain tax unconfirmed, reconcile deposits and remaining shares with your broker, and complete net proceeds after a tax review.
The TXT report includes quantities, dates, confirmation states and your source note for follow-up questions and recalculation.
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