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Hillhouse Capital, which was selected at the end of last year as the preferred bidder to acquire IGIS Asset Management, has not even entered the pre-consultation stage with financial authorities, according to findings.

In financial company M&A, it is common to apply for approval for a change in the largest shareholder after first consulting authorities in advance on review issues around the time a definitive agreement is signed. In the industry, some say that because Hillhouse has not initiated this process, the acquisition momentum may have weakened or confidence in seeing the deal through may have faded.

Exterior view of IGIS Asset Management headquarters. /Courtesy of IGIS Asset Management

According to the investment banking (IB) industry on the 28th, Hillhouse has not signed a stock purchase agreement (SPA) to date after being selected in Dec. last year as the preferred bidder to acquire IGIS. The market had expected that once Hillhouse completed due diligence and negotiations on deal terms, it would sign the SPA and immediately apply to the Financial Services Commission for approval of the change in the largest shareholder.

However, Hillhouse has reportedly not even engaged in pre-consultations with financial authorities for the fit-and-proper review of the largest shareholder. Typically, in financial company M&A, buyers receive advice from a law firm,整理 the acquisition structure, post-acquisition management plan, funding plan, and review issues, and then conduct pre-consultations with the authorities.

If the authorities present supplementation points during this process, additional materials are submitted or the structure is adjusted, and once it is deemed to be at a stage where filing is possible, a formal application for approval of the change in the largest shareholder is submitted. Financial authorities decide whether to grant approval within 60 days after accepting the application.

Pre-consultations for the fit-and-proper review of the largest shareholder usually ramp up after the SPA is signed. However, in cases like this IGIS M&A where the deposit would be forfeited even if approval from the financial authorities is not obtained, buyers often first conduct pre-consultations with the authorities to reduce risk and then proceed to sign the SPA.

Some in the industry also say Hillhouse asked financial authorities, "May we come see you?" but was rejected. Since Taekwang Group filed a police complaint against IGIS's largest shareholder and others over fairness issues in the main bidding phase, the financial authorities allegedly told them to come after all legal risks are cleared.

An IB industry official said, "From Hillhouse's perspective, it likely decided not to attempt pre-consultations because it seemed unlikely the financial authorities would respond favorably even if they visited," adding, "In this situation, it is hard to see Hillhouse's will to acquire EGIS as still strong."

In the IB industry, some also see a possibility that Hillhouse will give up acquiring IGIS. Above all, as the National Pension Service has repeatedly switched to other managers, the entrusted management base from the National Pension Service, cited as IGIS's key investment attraction, is being shaken. (Related article ☞[Exclusive] National Pension Service, possibility raised of pulling investment from IGIS... Will the sale hit a speed bump?)

Accordingly, there is a high possibility that Hillhouse also judged it difficult to recognize IGIS Asset Management's corporate value at the same level as last year. Recently, the manager of Yeoksam Centerfield was changed from IGIS to Koramco Asset Management, and the Magok One Grove is also highly likely to see a manager change.

As Cho Gap-ju, the second-largest shareholder and the Director General who has effectively managed EGIS until now, returned as CEO on this day for the first time in five years, observers expect Cho to hold the key to any future sale of management control. With talks with Hillhouse dragging on, the industry believes Cho and the largest shareholder, Son Hwa-ja, may be sounding out other potential buyers behind the scenes.

In fact, the sell-side advisor Morgan Stanley recently sounded out global private equity firm Carlyle about acquiring IGIS but was turned down, according to reports.

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