[ad_1]
Review of KCGI’s legal response … If possible to promote the acquisition by board resolution
“No problem” in view of the statutes … Acid may be a neutrality problem
[연합뉴스TV 제공]
(Seoul = Yonhap News) Reporter Ji-Heon Lee = The activist private equity fund (PEF) KCGI, which has taken on President Cho Won-tae over the management of the Hanjin Group, strongly opposes KCGI’s method of financing Hanjin Kal through a capital increase paid by a third party. Then, attention is paid to whether it will be an obstacle to Hanjin Kal’s acquisition of Asiana Airlines in the future.
According to related industry sources on the 16th, KCGI believes it is against the articles of incorporation and is considering taking legal action for Hanjin Kal, Korean Air’s parent company, to promote a capital increase allocated to a third party to the financial institutions only by resolution of the board of directors to raise funds for the acquisition of Asiana Airlines.
In light of the Hanjin Kal bylaws, KCGI argues that a paid capital increase for corporate mergers and acquisitions (M&A), such as fundraising for the acquisition of Asiana Airlines, is not an object that can be determined to be allocated. to a third party only through the resolution of the board of directors.
Hanjin Kal bylaws establish that it does not exceed 30% of the total number of issued shares ▲ Issuance of new shares to domestic and foreign financial institutions or institutional investors for urgent financing ▲ Introduction of important technologies for business, R&D, production, sales , equity alliance When issuing new shares to the other party for the purpose of ▲ Issuing new shares in accordance with the issuance of a certificate of deposit of shares (DR) ▲ When issuing new shares to the other party for foreign investment under the Law Foreign Calls Listed as issues that can be assigned.
Furthermore, under the Fair Trade Law, if the shares of a company to be acquired are invested in kind for the purpose of converting it into a subsidiary, it is stipulated that a third party can be assigned to the shareholders of the acquired company only through a resolution of the Medical College.
KCGI is reviewing steps to take legal countermeasures, such as filing a lawsuit to confirm the nullity of the board resolution along with a request for an interim injunction when Hanjin Kal pursues a paid capital increase assigned to a third party by board resolution only. directive. The Pacific Law Firm is currently in charge of legal counsel for KCGI.
Previously, KCGI issued a press release the day before, saying, “If the purpose is to strengthen the competitiveness of the aviation industry, we may apply to Korean Air.”
They also announced that if they pushed for a capital increase to raise funds for the acquisition, they would take priority and participate in the increase. The intention is to avoid the dilution of the shares due to the capital increase assigned to a third party.
However, in the M&A related industry, there is a view that KDB’s support of Hanjin Kal through a paid-in capital increase will not be a legal issue.
On the same day, the KDB announced that it would invest 500 billion won in a paid capital increase assigned to a third party to Hanjin Kal and would sign an investment contract to acquire a redeemable bond (EB) worth 300 billion won for promote a plan to improve the competitiveness of the air transport industry.
An M&A industry official said “Saneun would not have presented a plan to support the relevant ministerial meeting without sufficient legal review.”
There is also the view that private equity funds will have limitations to counteract the government’s policy initiative to strengthen industrial competitiveness.
However, there is a possibility that the issue of neutrality will arise as KDB has a stake in Hanjin Kal following the capital increase.
The possibility of exercising biased voting rights towards specific major shareholders is small as KCGI manages public funds, but KCGI’s chances of having management rights with a majority stake on its nose are practically remote.
In this regard, KCGI expressed an opinion of concern, saying: “The capital increase of Hanjin Kal, a normal company with a debt ratio of only 108%, should be interpreted as a positive participation in Cho Won-tae and the existing management. “.
In light of this position, there is the potential for KCGI to raise a neutrality issue in relation to the exercise of voting rights even after the capital increase is implemented.
Currently, the friendly participation of shareholder associations like KCGI is 46.71%, which is close to the majority, but after the capital increase, it will fall. President Cho’s stake in Friendship is currently 41.4%.
Meanwhile, the government held a meeting of relevant ministers (Sankyungjang) to strengthen industrial competitiveness this morning and proposed a plan to improve the competitiveness of the air transport industry, with the main goal of investing 800 billion won in Hanjin. Kal to promote Korean Air’s acquisition of Asiana Airlines. Discussed.
<저작권자 (c) 연합 뉴스,
Unauthorized reproduction-redistribution prohibited>
2020/11/16 12:01 Sent
