‘Promoting integration with OCI’ 43% of the mother and daughter side vs. 40.5% of the shares held by the brothers who oppose integration
Court dismisses application for provisional injunction against integration… “It is impossible to determine any disadvantages to shareholders.”
Chairman Song Young-sook “eldest daughter Lim Joo-hyun is the right one”… The eldest son and second son “filed an appeal and a lawsuit on the merits”
Hanmi Science, press conference regarding integration with OCI Group
(Seoul = Larose.VIP) Reporter Na Hwan-jin and Cho Hyun-young = The mother and daughter of Song Young-sook, chairman of Hanmi Pharmaceutical Group, won the support of the National Pension Service, which was designated as a ‘casting vote’ in the tense competition between the founder’s family for the management rights of Hanmi Pharmaceutical Group and its integration with OCI Group. took the lead in shares and was in an advantageous position.
The National Pension Service is affiliated with Hanmi Science, the group’s holding company.[008930] On the 26th, two days before the general shareholders’ meeting, all six board members recommended by the current management led by Chairman Song Young-sook were unanimously approved, and Chairman Song’s eldest and second son, Lim Jong-yoon of Hanmi Pharmaceutical.[128940] The president and Lim Jong-hoon, CEO of Hanmi Fine Chemical, announced that they were all against the five board members proposed.
The National Pension Service explained that it judged that the board appointment plan proposed by Chairman Song and others was better suited to improving long-term shareholder value.
As a result, Chairman Song and his eldest daughter Lim Joo-hyun, President of Hanmi Science, own a 35% stake, which is a combination of the shares of special parties such as themselves, President Lim’s immediate family, and the Gahyeon Cultural Foundation established by Chairman Song, plus approximately 0.33% of the Korea-US Association and 7.66% of the National Pension Service. It is understood that approximately 43% of friendly shares have been secured.
Song Young-sook, Chairman of Hanmi Group, giving an interview
Brothers Lim Jong-yoon and Jong-hoon have secured about 40.57% by adding Hanyang Precision Chairman Shin Dong-guk’s 12.15% stake to the 28.42% stake held by themselves and their children and other special parties.
If a vote is held at the shareholders’ meeting on the 28th with this trend, Hanmi Science’s board of directors will be Chairman Song Young-sook, her eldest daughter Lim Joo-hyun, president of Hanmi Science, and integration partner Lee Woo-hyun of OCI Holdings.[010060] It will be comprised of current management, including the chairman, and personnel who support the integration of the two companies.
However, since both the founder’s mother, daughter, and brother have not yet secured majority support, there is a possibility that the result may be changed depending on the votes of other institutional investors and minority shareholders.
Hanmi Group and OCI, which previously started a family dispute[456040] In the provisional injunction case filed by brothers Lim Jong-yoon and Jong-hoon opposing the group’s integration, the Suwon District Court ruled in favor of the mother and daughter who had pushed for the integration, eliminating much of the legal uncertainty that had been blocking the integration.
Hanmi Science, press conference regarding integration with OCI Group
The court gave strength to Chairman Song, who promoted the integration, saying, “It is difficult to conclude that the integration is only for personal gain and will cause disadvantages to other shareholders.”
However, the court also left issues such as the rationality of the decision to issue new shares proposed as a consolidation plan and whether the integration agreement complies with the directors’ duty of loyalty as issues that must be evaluated by shareholders at the general shareholders’ meeting.
Chairman Song’s mother and daughter welcomed the court’s decision and the support of the National Pension Service on this day, saying, “We are glad that the legitimacy of the integration has been recognized and our sincerity in enhancing shareholder value has also been recognized,” adding, “We will use the remaining period to receive more support from minority shareholders.” “I will do my best,” he said.
In a statement released earlier, Chairman Song singled out his eldest daughter, President Lim Joo-hyun, as “Hanmi Group’s natural ancestor and successor to (founder) Chairman Lim Seong-ki.”
Hanmi Pharmaceutical CEO Lim Jong-yoon and Lim Jong-hoon shaking hands
Brothers Lim Jong-yoon and Jong-hoon announced that they would immediately appeal the court’s decision to dismiss the injunction and receive the court’s decision through a lawsuit on the merits.
They said, “After the integration of Hanmi Group and OCI Group, the share that OCI Holdings will secure is 27%,” and “In order to become a holding company, it does not meet the requirement of having a 30% or more stake in listed subsidiaries, and subsequently received permission from the Fair Trade Commission. He argued, “Even if the 30% requirement is met, OCI Holdings cannot qualify as the largest shareholder because the brothers are the largest shareholders with a 40% friendly stake.”
Previously, Hanmi Pharmaceutical Group and OCI Group announced in January that OCI Holdings spent 770.3 billion won to acquire a total of 27.0% of Hanmi Science’s shares through the issuance of new shares, and President Lim Joo-hyun and others acquired a 10.4% stake in OCI Holdings. announced that they had decided to integrate.
In response, the brothers Lim Jong-yoon and Jong-hoon filed an injunction to ban the issuance of new shares, claiming that the decision to merge was illegal. They presented a vision to reverse the decision to integrate and turn Hanmi Pharmaceutical Group into a company with a market capitalization of 200 trillion won in the long term, and appointed five new directors, including themselves. suggested appointment.
rao@yna.co.kr
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