Hanwha plans to focus on creating detailed transaction conditions with shareholders who hold approximately 58% of the equity of OURHOME (Koo Bon-sung, former vice chairman of OURHOME, and Koo Mi-hyun, chairman of OURHOME) after completing its due diligence on OURHOME. Hanwha aims to finalize the transaction conditions by the end of the year. The acquisition of OURHOME is being pursued by Kim Dong-sun, vice president in charge of future vision at Hanwha Galleria and Hanwha Hotels & Resorts, for a new food business. Kim is the third son of Kim Seung-yeon, chairman of Hanwha Group.
According to the investment banking (IB) industry on the 24th, Hanwha has set a goal to finalize the transaction conditions for OURHOME within this year after completing due diligence on the company. Shareholders of OURHOME include former vice chairman Koo Bon-sung, chairman Koo Mi-hyun, former vice chairman Koo Ji-eun, and former director Koo Myung-jin, who together hold 98.1% of the total OURHOME shares.
According to the IB industry, former vice chairman Koo Bon-sung and chairman Koo Mi-hyun have already signed a memorandum of understanding (MOU) for a stock transaction with Hanwha, specifying the price and other terms, and only discussions with former vice chairman Koo Ji-eun and former director Koo Myung-jin remain.
It is reported that former vice chairman Koo Bon-sung and chairman Koo Mi-hyun agreed to sell their OURHOME shares to Hanwha at a price of 65,000 won per share. Accordingly, former vice chairman Koo Ji-eun and former director Koo Myung-jin are also in a position to either sell to Hanwha at the same price or exercise their preemptive rights.
According to Article 9, Section 3 of the OURHOME Articles of Incorporation, if any shareholder sells company shares, they must first provide other shareholders with the opportunity to exercise their preemptive rights. If former vice chairman Koo Ji-eun or former director Koo Myung-jin exercise their preemptive rights, they have the right to purchase shares from former vice chairman Koo Bon-sung or chairman Koo Mi-hyun before Hanwha.
However, Hanwha believes, after reviewing legal opinions, that the opportunity for former vice chairman Koo Ji-eun's preemptive rights has already expired due to the contents sent between chairman Koo Mi-hyun and former vice chairman Koo Ji-eun and former director Koo Myung-jin last September.
According to the exchanged content, chairman Koo Mi-hyun asked whether they would collectively sell shares in accordance with the proposal received from Hanwha or if they would exercise their preemptive rights if they did not agree to a collective sale. They were given one month to respond.
In response, former vice chairman Koo Ji-eun noted, "No specific procedures related to the exercise of preemptive rights have taken place," adding, "We have already sent a response stating that we cannot agree to the unilaterally sent content."
She continued, "We requested that our right to participate in the due diligence process be guaranteed and asked for information to assess the appropriateness of the price, but there has been no response at all. There has been no response regarding plans for financing the acquisition amount or sale conditions either." She added, "We can only determine our stance on exercising preemptive rights once specific information is shared and conditions are clarified, and we cannot agree to claims that our rights have been granted or expired without such prerequisites."
Since both parties have divergent views on the preemptive rights claims, this matter is likely to lead to litigation.
According to the IB industry, regardless of the conflict over the preemptive rights claims, Hanwha intends to continue probing the intention of former vice chairman Koo Ji-eun and director Koo Myung-jin regarding the joint sale of their equity. However, if the situation does not improve, they are also considering acquiring only the shares of former vice chairman Koo Bon-sung and chairman Koo Mi-hyun, who have already decided to sell. The total equity held by former vice chairman Koo Bon-sung and chairman Koo Mi-hyun is 57.84%.
If only the shares of former vice chairman Koo Bon-sung and chairman Koo Mi-hyun are acquired, passing special resolutions at the shareholders' meeting becomes difficult, limiting management capabilities. For special resolutions to pass, approval is needed from more than two-thirds of the attending shareholders and more than one-third of the total issued shares. Special resolutions at the shareholders' meeting include capital increase and decrease, amendments to the articles of incorporation, dismissal of directors, mergers and partitioning, and business transfers.