The position is that it is difficult to trust all matters regarding the stock transaction between Gu Bon-seong and Hanwha and that they are contrary to the facts.
On the 24th, former Vice Chairman Gu Ji-eun (hereafter Gu Ji-eun shareholder) sent this response to Hanwha, which is pushing for the acquisition of OURHOME. This follows Hanwha's request that if it intends to sell shares of OURHOME to Gu Ji-eun shareholder at 65,000 won per share, a response should be given by the 23rd.
Gu Ji-eun shareholder conveyed that it is difficult to believe the matters related to the stock transaction between Gu Bon-seong and Hanwha before discussing the preemptive right or the sale price per share, and that it is contrary to the facts. She stated that there is no reason to discuss the preemptive right in a situation where it is difficult to confirm the substance of the stock transaction.
So far, Gu Ji-eun shareholder has shown the position that she will not provide an answer based on the premise that 'if a portion of the equity of OURHOME passes to Hanwha.' Gu Bon-seong shareholder's side rebutted Gu Ji-eun shareholder's claims, which are suspicious of the contract with Hanwha, as 'unfounded.'
The reason the process of selling OURHOME equity is not smooth is due to the deep conflict between Gu Bon-seong shareholder and Gu Ji-eun shareholder. Gu Bon-seong shareholder is the eldest son of the late Koo Ja-hak, the honorary chairman, and Gu Ji-eun shareholder is the youngest daughter. The side opposing the sale, Gu Ji-eun shareholder's side, is raising questions about the entire sale process, from the主体 of the sale of OURHOME to the reasons Hanwha jumped into the acquisition. This is why Gu Ji-eun shareholder's side continues to seek confirmation of the contract signed with Hanwha, Gu Bon-seong shareholder, and Gu Mi-hyun, chairman of OURHOME.
Conflict ①主体 of the sale of OURHOME
First of all, there is a disagreement about the主体 of the sale of OURHOME. Gu Ji-eun shareholder identifies Gu Bon-seong shareholder as the主体 of the sale of OURHOME. It is known that it is presumed that Gu Bon-seong shareholder brought Hanwha as a 'partner who will purchase the remaining equity.' The reason for expressing it as a partner who buys the remaining equity is that Gu Ji-eun shareholder believes that Gu Bon-seong shareholder has no actual intention of selling the equity of OURHOME.
In contrast, both Hanwha and OURHOME state that Chairman Gu Mi-hyun and Executive Vice President Lee Young-pyo have taken the lead in the sale negotiations. The two became executives of OURHOME in June last year and have consistently stated since their appointment that they would either publicly list (IPO) or sell OURHOME. It is said that Gu Bon-seong shareholder is merely a shareholder in favor of the sale.
Conflict ② Sale price and conditions
Questions have also arisen regarding the reasonable sale price or conditions. Gu Ji-eun shareholder is expressing doubts about the price of 65,000 won per share proposed by Hanwha. This is because it is known to be close to the last target sale price called during price negotiations when OURHOME was trying to buy back Gu Bon-seong shareholder's equity in the past. As soon as it was revealed that Gu Bon-seong shareholder and Gu Mi-hyun chairman signed a Memorandum of Understanding (MOU) with Hanwha at 65,000 won per share, Gu Ji-eun shareholder's side has been demanding to clarify how the price of 65,000 won per share was calculated without proper due diligence.
A spokesperson for Gu Ji-eun shareholder's side stated, 'I understand that the specific conditions between Chairman Gu Mi-hyun and Gu Bon-seong shareholder are different,' adding, 'We have confirmed the MOU between Hanwha and Chairman Gu Mi-hyun, but we have repeatedly requested confirmation on how Gu Bon-seong shareholder and Hanwha came to sign the MOU, but there has been no response.'
On the other hand, both OURHOME and Hanwha stated, 'The disclosure of the contract between Gu Bon-seong shareholder and Hanwha can only be done if both parties agree, but Gu Bon-seong shareholder is refusing,' adding, 'We have confirmed that the sale price is the same, and the specific conditions must differ. We cannot understand the denial of the sales contract itself.'
Conflict ③ Fund procurement method
Because of these reasons, Gu Ji-eun shareholder's side is persistently questioning Hanwha's fund procurement method. If they buy back only the shares held by Gu Bon-seong shareholder (about 38%), they would need to raise about 930 billion won. A representative of Gu Ji-eun shareholder's side stated, 'To buy all the shares at 65,000 won per share, about 1.5 trillion won would be needed right away, which seems difficult. It would be challenging to secure all of this.'
In response, both OURHOME and Hanwha stated, 'While the detailed fund procurement method may change, the overall framework is set and is being prepared as planned,' adding, 'There is no reason to report the fund procurement method to former Vice Chairman Gu Ji-eun, yet the demands are persistent.' Hanwha is preparing funds by mobilizing its affiliates, including Hanwha Vision, Hanwha Hotels & Resorts, and IMM Credit Solutions.
In particular, on the 23rd, news that the price for 8% of Gu Bon-seong shareholder's equity would be paid two years later raised suspicions on Gu Ji-eun shareholder's side. According to the investment banking (IB) industry, Hanwha plans to pay for 8% of Gu Bon-seong shareholder's equity out of about 38% two years later. While it's known to be for the preservation of meal supply volumes for LG Group affiliates, it is reported that the real nature of this is more of a guarantee regarding the representations and warranties. Representations and warranties refer to clauses in contracts that require one party to make certain statements to the other party, and if the statements made are not true, they bear responsibility according to what they warrant through the statements.
A representative of Hanwha stated, 'Gu Bon-seong shareholder, being in a purchasing position rather than the current management, tends to prepare for unexpected risks,' adding, 'Lowering the cost of fundraising through this is merely a bonus.'
◇ Hanwha 'We will sign the stock sales contract as scheduled in early February'
Hanwha states that it continues to work on acquiring equity in OURHOME. It plans to sign a stock sales contract (SPA) with Gu Bon-seong shareholder and Chairman Gu Mi-hyun in early February. The plan is to first secure 58% of OURHOME's equity.
There may be legal disputes with Gu Ji-eun shareholder's side, and a difficult coexistence with them in corporate management is expected, but they express their intention to endure it.
Gu Bon-seong shareholder's side stated regarding Gu Ji-eun shareholder's claims questioning the intent and authenticity of Hanwha's contract that 'their position is that it is unfounded.'