This article was published on Dec. 20, 2024, at 2:37 p.m. on the Chosun Biz Money Move (MM) site.
As Hanwha Group is pursuing the acquisition of OURHOME's management rights, it is reported that former Vice Chairman Koo Bon-sung and Chairman Koo Mi-hyun have already informed former Vice Chairman Koo Ji-eun of their opportunity to exercise preemptive rights on their equity. However, Koo Ji-eun's side has stated that this is not true.
According to investment banking (IB) industry sources on the 20th, Hanwha Group is reportedly considering not only acquiring the equity of former Vice Chairman Koo Bon-sung and Chairman Koo Mi-hyun (57.84%), but also the stakes of the remaining brother, Koo Myung-jin (the third brother), and former Vice Chairman Koo Ji-eun all at once, if an acquisition is possible. While acquiring only 57.84% could secure management rights without purchasing the remaining siblings' equity, it is deemed better to eliminate risk rather than leaving room for disputes by having them as second-largest shareholders.
Currently, the four siblings hold equity in OURHOME equally. The first sibling, former Vice Chairman Koo Bon-sung, holds 38.56%, the second sibling Chairman Koo Mi-hyun holds 19.28%, the third sibling Koo Myung-jin holds 19.6%, and the youngest sibling former Vice Chairman Koo Ji-eun holds 20.67%. The third sibling Koo Myung-jin and the youngest former Vice Chairman Koo Ji-eun can exercise preemptive rights on the remaining siblings' equity. If the siblings attempt to sell their equity to a third party, the remaining siblings have the right to purchase it first under the same conditions.
Industry sources report that former Vice Chairman Koo Bon-sung and Chairman Koo Mi-hyun have already given the two brothers an opportunity to exercise their preemptive rights. When Hanwha Group proposed an acquisition with the entire corporate value estimated at 1.5 trillion won, it is believed that these conditions were presented to former Vice Chairman Koo Ji-eun to propose exercising the preemptive rights. If former Vice Chairman Koo Ji-eun's side had offered 1.5 trillion won or a higher price, the management rights equity would have been sold to Koo Bon-sung and Koo Myung-jin, not Hanwha.
However, Koo Bon-sung's side stated that this is not true. They are reported to have never discussed specific conditions or timelines officially.
If Koo Bon-sung's side opposes, the sale of the company is expected to be difficult. During his management of the company, Koo Bon-sung established a 'special resolution' clause in the bylaws which stipulates that in order for existing shareholders to sell their shares, approval from more than two-thirds of the shareholders is required. The stakes of former Vice Chairman Koo Bon-sung and Chairman Koo Mi-hyun alone do not meet the special resolution requirements.