[의약뉴스] Regarding Hanmi Science’s decision to issue 240 billion won worth of new shares to OCI Holdings, the hearing date for the application for a provisional injunction to prohibit issuance of new shares filed by brothers Lim Jong-yoon and Lim Jong-hoon, sons of the late founder Lim Seong-gi, was held on the afternoon of the 21st at the Suwon District Court (No. It was held at the 31st Civil Affairs Department, Presiding Judge Cho Byeong-gu.
According to the Hanmi side, in this lawsuit, President Lim Jong-yoon’s side claims that the issuance of new shares of Hanmi Science is ostensibly for management purposes, but in reality, his mother, Chairman Song Young-sook’s side, raised funds to pay inheritance tax and excluded President Lim Jong-yoon, who is in a management rights dispute, from management rights. It was argued that this was the true purpose of the new share issuance.
In response to this, Hanmi Group said, “Chairman Lim Jong-yoon’s claims are different from the facts, and there were no circumstances at all to suggest that a management dispute existed between Chairman Song Young-sook and President Lim Jong-yoon before the decision to issue new shares.” They added, “The group did not present any alternative. “We must immediately stop actions that hinder growth and leap forward,” he said.
According to Hanmi Group, through this new share issuance, it will secure insufficient liquidity in the short term to repay some of the short-term borrowings worth 150 billion won that will mature in 2024, and in the mid- to long-term, it will secure stable R&D resources, diversify its business, and secure stable R&D resources. The company plans to solve various management challenges, including establishing an overseas business network through collaboration with OCI Group.
In particular, Hanmi Group emphasized that resolving insufficient liquidity was an urgent task. Hanmi Science’s liquidity ratio is about 24.9% as of the third quarter of 2023, and Hanmi Pharmaceutical’s is only 50%, which is a weak level compared to competitors with liquidity ratios ranging from 100 to 300%.
In addition, contrary to its past status as a leading R&D company, R&D investment, which reached 21% of sales in 2020, has plummeted to 13.4% in 2022, emphasizing that securing R&D investment resources is urgent for the development and commercialization of innovative new drugs. .
Among these, it is explained that through this integration, it is possible to expect the expansion of Hanmi Group’s pipeline, which is focused on obesity and anticancer, through synergy with Bukwang Pharmaceutical, which is known to have secured a large pipeline of new drugs for central nervous system diseases as a pharmaceutical company under the OCI Group. am.
In addition, it was evaluated that it was possible to expand the overseas business network by utilizing OCI Group’s abundant overseas network and to invest funds in various fields, such as investment in factory facilities and investment in computer systems, which had been postponed due to funding issues.
Meanwhile, Hanmi Group also strongly denied President Lim Jong-yoon’s claim that a management dispute already existed before the decision to issue new shares.
First of all, in the process of discussing the division of inherited property among co-heirs immediately after the death of the late founder Lim Seong-gi, an agreement was reached that Chairman Song Young-sook would inherit twice as much stock as his children, including President Lim Jong-yoon, so there was already an agreement for Chairman Song to have management rights. The company’s explanation is that it was established.
The company explains that this is contrary to the general practice in the business world, where the eldest son inherits as much of the company’s shares as possible in order to succeed to management rights.
Afterwards, President Lim Jong-yoon had Chairman Song Young-sook and President Lim Joo-hyun appointed as executive directors of Hanmi Science in August 2020, and resigned from his position as an executive director of Hanmi Science by not requesting re-election at the regular shareholders’ meeting in March 2022 when his term expired. In addition, at the regular general shareholders’ meeting in March 2023, the company also voted in favor of the re-election of Chairman Song Young-sook, whose term is expiring, as an executive director.
An official from Hanmi Group said, “The fact that President Lim Jong-yoon gave up re-appointment as an inside director and agreed to his mother’s re-appointment shows that there was no management dispute between the two parties.”
In addition, “our younger brother, President Lim Joo-hyun, took out a bank loan in a situation where he himself was in difficult financial circumstances and lent tens of billions of won worth of funds to President Lim Jong-yoon without collateral, and the loan has not been recovered to this day,” he said, adding, “There is a dispute over management rights.” “Under those circumstances, would President Lim Joo-hyun have lent a large amount of money without collateral to President Lim Jong-yoon?” he asked.
Furthermore, “President Lim Jong-yoon became the largest shareholder of DX&VX, a listed company, by selling his stake in Hanmi Science through in-kind investment in October 2021, and we understand that he has been increasing his stake in the above company with funds raised through the sale of Hanmi Science stocks.” He pointed out, “If there was a dispute over management rights, he would have increased his stake in Hanmi Science by selling other assets.”
It is argued that disposing of shares of a company that is in a management dispute and becoming the largest shareholder of another company is an action that cannot be understood based on common sense.
In particular, Hanmi Group dismissed President Lim Jong-yoon’s claim that the mother and daughter decided to issue new shares to OCI Group through Hanmi Science in order to pursue the private interest of ‘securing funds to pay inheritance tax’ as not worthy of consideration.
Chairman Song Young-sook and others secured financial resources to pay inheritance tax through the transfer of their old shares, and even if Chairman Song Young-sook and others sold stocks to someone other than OCI Group, from the Hanmi Group’s perspective, it is a separate matter to secure liquidity and solve management challenges. The position is that additional financing was essential to achieve the unique management purpose.
Nevertheless, it is claimed that President Lim Jong-yoon’s side is raising groundless accusations by confusing the purpose and motive of the sale of old shares by Chairman Song and others and the issuance of new shares of Hanmi Science.
Lastly, a Hanmi Group official expressed deep regret that President Lim Jong-yoon ignored the financial difficulties the company was facing and took legal action without offering any alternative.
In a situation where major shareholders holding more than 50% of the shares do not have the financial resources to implement paid-in capital increase through shareholder allocation by relying on minority shareholders, it is not feasible, and in the current high interest rate situation, funds must be raised through borrowing from financial institutions. It is pointed out that the proposed plan will only worsen the company’s financial structure and will not be a fundamental solution.
This official said, “We cannot help but wonder what contribution President Lim Jong-yoon’s side has made to the company’s efforts to solve the liquidity problem and rebuild a renowned R&D company.” He added, “The strategic partnership with OCI Group through this new share issuance is part of the Hanmi Pharmaceutical Group. “It will be an opportunity for a leap forward, and we are confident that the improvement in corporate value through this will return to the benefit of all shareholders,” he said.
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2024-02-21 14:22:47
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