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When the court rejected Hanjin Kal’s provisional injunction against the issuance of new shares by the private equity fund KCGI and raised the hand of Hanjin Group, the proposed merger and acquisition (M&A) of Korean Air and Asiana Airlines for ‘ Korea’s only super-big airline ‘overcame the first hurdle. However, there are still tasks to be solved, such as the examination of business combinations by national and foreign authorities, the controversy over the preferential treatment of chaebols and concerns about mass unemployment.
On the 1st, the Seoul Central District Court dismissed the interim injunction against the issuance of new shares, which KCGI requested to “ prevent the Korean Development Bank from participating in the Hanjin Kal capital increase. ” On the 19th, KCGI, which is in dispute with Hanjin Group Chairman Cho Won-tae, requested an interim injunction and argued that “the purpose is to defend Chairman Cho’s control over management rights.”
However, the court found that the capital increase allocated to a third party was an inevitable “capital cooperation” between KDB and Han Jin Kal for the acquisition of Asiana Airlines. The court said: “If the acquisition goes smoothly, Hanjin Kal can become a holding company combining the two airlines and securing KDB as a major shareholder to receive stable support.” By participating in the management of Cal, we can effectively monitor the inter-airline integration process. “The purpose of the new share issue is seen as having a” significant commercial capital alliance “as it benefits both KDB and Hanjin Kal.
The court noted that KCGI’s proposal for the issuance of preferred shares without voting rights and KCGI’s suggested debt acquisition proposals as alternatives were “it is difficult to see that KDB can sufficiently satisfy the purpose and motivation of supporting integration. of the airlines. ” The court explained: “To achieve the purpose of restructuring the aviation industry, the KDB must participate and supervise the management of Hanjin Kal as voting shareholders.”
As for the launch of a super big airline, Korean Air’s work is also expected to accelerate. As planned, KDB plans to pay 500 billion won for the paid-in capital increase allocated to Hanjin Kal on the 2nd. Korean Air will form a separate organization and conduct due diligence on Asiana Airlines sooner or later. Since then, M&A work is such that if Hanjin Kal participates in Korean Air’s 2.5 trillion KRW paid-in capital increase based on Bank of Korea financing, Korean Air will invest KRW 1.8 trillion in Asiana Airlines’ paid-in capital increase to become the largest shareholder at the end of June next year. Follow.
However, there are still many obstacles to overcome until an agreement is reached. The biggest challenge is the combined selection of national and foreign authorities. When the two companies are integrated, the national market share exceeds 60%, and the issue of monopoly is concerned, so it is not easy to pass the examination of the Fair Trade Commission and at least four companies combined.
Controversy over preferential treatment for chaebols and concerns about mass unemployment are also an obstacle. Many civic groups are criticizing that President Cho’s acquisition of Asiana Airlines with only the KDB subsidy is “the secret battle between KDB and President Cho trying to resolve the Asiana Airlines issue and the administrative dispute,” respectively. The Asiana Airlines union, which is concerned about the massive restructuring, demands that a meeting of workers and employers be formed and that it participate in the mergers and acquisitions process.
KCGI also appealed the dismissal of the provisional injunction and reviewed the main lawsuit, and the dispute over management rights continues to rage. KCGI issued a statement that day, saying, “I regret the decision to dismiss the interim injunction,” saying, “We will continue to strive for public debate on the reorganization of the aviation industry, Hanjin Group’s professional management system. and the formation of an independent board of directors. ” Hanjin Group said, “As part of the restructuring of the Korean aviation industry, we will do our best to overcome the crisis, strengthen competitiveness and stabilize jobs.”
Reporter Ahn Kyu-young [email protected]
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