Integration of 3 companies with annual sales of KRW 12 trillion ‘blue light’
National Pension KRW 1 trillion ‘stock purchase request’
▲ Celltrion Group Chairman Seo Jeong-jin is speaking at an extraordinary general meeting of shareholders held at Songdo Convensia in Incheon on the 23rd to vote on the merger of Celltrion and Celltrion Healthcare. Yonhap News A green light has been given to Celltrion Group Chairman Seo Jeong-jin’s plan to become a global pharmaceutical company with annual sales of 12 trillion won by 2030 by integrating the three listed companies, Celltrion, Celltrion Healthcare, and Celltrion Pharmaceutical. It is expected that the integrated corporation will be launched smoothly at the end of the year as the merger plan to absorb Celltrion Healthcare, the first stage of the merger, was approved at the general shareholders’ meeting on the 23rd.
On this day, Celltrion Group announced that the merger agenda of Celltrion and Celltrion Healthcare was approved at a general meeting of shareholders held by both companies. The approval ratio compared to attendance at the general shareholders’ meeting was 97% for Celltrion and 95% for Celltrion Healthcare, and with shareholders reacting positively, it is said that the merger has crossed the 9th ridge.▲ Celltrion Group governance structure – 15th edition, page 22 The merger date is in December. It’s the 28th. The remaining key is how many shareholders opposing the merger will exercise their right to purchase shares by the 13th of next month. The standard stock purchase rights presented by each company are 150,813 won for Celltrion and 67,251 won for Celltrion Healthcare, which is higher than the current stock price. As the stock prices of both companies have been sluggish this year, Celltrion’s closing price has not risen above the stock purchase price since August 14th. In fact, it was reported that on this day, the National Pension Service (7.43% stake), Celltrion’s second largest shareholder, abstained from the merger plan to claim stock purchase rights.
The stock purchase right limit proposed by Celltrion is 1 trillion won, but if the stock purchase right is exercised for all shares held by the National Pension Service, approximately 1.6405 trillion won will be needed. At the shareholders’ meeting on this day, Chairman Seo expressed his strong will, saying, “I will unconditionally pursue (integration) even if the amount exceeds 1 trillion won,” and “I will invest in the company even if it means taking on debt.”
On this day, the group decided to cancel its own shares and purchase additional shares to improve shareholder value. It will cancel approximately 359.9 billion won worth of Celltrion shares and spend approximately 345 billion won on Celltrion and 155 billion won on Celltrion Healthcare to purchase additional shares on the market.
Celltrion expects that this merger will resolve suspicions of work dumping and accounting fraud between affiliates, while improving competitiveness and profitability by creating a unified development, production, and sales structure. Chairman Seo’s control over the group also increases. After the merger of the two companies, Celltrion Holdings, in which Chairman Seo holds a 98% stake, will own 21.5% of Celltrion.
Reporter Kim Hyeon-i
2023-10-23 15:15:22
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