National Pension Service, court support Hanmi-OCI merger

2024.03.27 09:26:01 | 2024.03.27 09:26:22

[Photo by each company]이미지 확대

[Photo by each company]



South Korea’s National Pension Service (NPS) threw its support behind the appointment of Hanmi Science Co. President Lim Ju-hyun and OCI Holdings Co. Chairman Lee Woo-hyun as internal directors at Hanmi Science, the holding company of the country’s Hanmi Pharmaceutical Group.

This move comes after a local court rejected an injunction request filed by Lim Jong-yoon and Lim Jong-hoon, the eldest and second sons of the late founder of Hanmi Pharmaceutical Group, Lim Sung-ki, to prevent Hanmi Science from issuing new shares in opposition to the integration between Hanmi Pharmaceutical Group and OCI Group.

With both the NPS and the court effectively siding with the Lim siblings’ mother, Hanmi Science Chairperson Song Young-sook, and Lim Ju-hyun in the management dispute within the Hanmi Pharmaceutical Group, it seems that the dispute over the group’s control could be decided in favor of the mother and daughter duo.

The NPS‘s stewardship committee held its sixth meeting on Tuesday and expressed support for the appointment of Lim Ju-hyun and OCI Holdings Chairman Lee Woo-hyun as internal directors of Hanmi Science, an agenda item for the upcoming Hanmi Science shareholders’ meeting scheduled for Thursday.

The committee also supported the appointment of candidates recommended by the board for other positions such as Choi In-young, a non-executive director, other external directors, and audit committee members.

“We decided against the appointment of candidates recommended by shareholders in the belief that the board‘s proposal better aligns with the long-term enhancement of shareholder value,” the committee said.

Meanwhile, the Suwon District Court rejected an injunction request filed by the Lim brothers against Hanmi Science’s decision to issue new shares worth 240 billion won ($178.64 million) to OCI Holdings earlier in the day.

“While it is suspected that the purpose of the issuance was to strengthen the management or control of Song and others, it is difficult to conclude that it was done in a significantly unfair manner, even if there were auxiliary purposes for defending management rights,“ the court said. ”The board of directors also reviewed the company’s search for an investment company over a period of two years, and based on the whole process, the board‘s management judgment must be respected.“

The Lim brothers currently hold a combined 40.57 percent stake in the company by garnering support from Hanyang Precision Co. Chairman Shin Dong-guk, who holds a 12.15 percent stake, in addition to their own special relationship shares totaling 28.42 percent.

Meanwhile, the Hanmi Pharmaceutical Group comprising Song, Lim Ju-hyun, and GA-HYEON Foundation, which held a combined 35.55 percent, now has 43.21 percent with backing from the NPS, which holds a 7.66 percent stake.

By Kang Min-ho and Yoon Yeon-hae

[ⓒ Pulse by Maeil Business Newspaper & mk.co.kr, All rights reserved]