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The merger between South Korean pharmaceutical holding company HanmiScience and chemical giant OCI Holdings could gain momentum as the National Pension Service (NPS), which holds a 7.66% stake in HanmiScience, decided to support the drug company’s board of directors. is high. General meeting of shareholders on March 28th.
On March 27, the NPS Special Committee on Responsible Investment and Governance decided to vote on the appointment of six new directors proposed by HanmiScience’s board of directors at Thursday’s general meeting of shareholders.
The chairman of the board is Song Young-sook, the wife of the late Im Sung-ki of the Hanmi Pharmaceutical Group. She is promoting the merger of Hanmi and OCI with her daughter Lim Joo-hyun, co-president of Hanmi Pharmaceutical, and Lee Woo-hyun, chairman of OCI.
The pension fund will vote against the appointment of all five new directors recommended by the two sons of Hanmi’s founding family, Lim Jeong-yoon, co-president of Hanmi Pharmaceuticals, and Lim Jeong-hoon, CEO of Hanmi Fine Chemicals. It was determined. The two brothers oppose the merger plan, but their mother and sister promote it.
for my mother and sister
NPS generally remains neutral with respect to issues of control of its portfolio companies. Last week, the Pension Service will vote on Bang Kyung-man, the company’s CEO candidate recommended by KT&G’s board of directors, and Son Dong-hwan, an outside director candidate proposed by KT&G’s largest shareholder, Industrial Bank of Korea (IBK). I have decided that. ).
The pension fund’s support for the Hanmi Scientific Committee was affected by a district court ruling announced on the morning of March 26th.
The court rejected an injunction filed by the Im brothers seeking to stop Hanmi Science from issuing new shares worth 240 billion won ($178.2 million) following its merger with OCI. The court said that the board’s decision (on the new share issue) should be respected, considering that the HanmiScience board had been considering a strategic alliance with another company for two years.
With NPS siding with the HanmiScience board, the merger is more likely to move forward. Holding company shareholders voting in favor of the board’s proposal are 2.09 percentage points higher than shareholders voting in favor of the Lim brothers’ proposal.
brother’s counterattack
Management rights of Hanmiscience are expected to depend on the votes of minority shareholders at the shareholders’ meeting. The two brothers may serve on the board of directors as determined by the minority shareholders, who collectively own 16.77%.
Hanmi Science will elect six directors at its board meeting on March 28th. Of the 11 candidates proposed by the board of directors and the Lim brothers, the six who receive the most votes will be selected.
Meanwhile, the brothers plan to file an injunction to prevent their mother and sister from exercising their voting rights in two foundations: the Gahyeon Foundation, which focuses on photographic art, and the Lim Sung-ki Foundation, which focuses on bio-research.
As part of Chairman Song’s related persons and organizations, the two foundations hold a total of 7.9% of Hanmi Science’s shares. The Lim brothers argue that it is extremely inappropriate for a foundation established under the late founder’s will to be used by a private company with some shareholders.
Write destination Ryu Byung-hwa and Park Jung-kwan, hwahwa@hankyung.com
Kim Ji-hyun edited this article.
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