Harim Holdings and NS Shopping to Pursue Comprehensive Stock Swap... Business Structure Restructuring

[Asia Economy Reporter Seungjin Lee] NS Shopping, a food specialty channel subsidiary of Harim Holdings, is set to become a wholly owned subsidiary of Harim Holdings through a comprehensive stock swap.

Through this stock swap and business restructuring, the two companies expect to build NS Shopping’s food specialty platform and swiftly advance the Yangjae Urban High-Tech Logistics Complex project, their top priority business, securing new growth engines.

On the 19th, NS Shopping held a board meeting and approved the comprehensive stock swap proposal with Harim Holdings aimed at improving management efficiency and restructuring business capabilities. Harim Holdings also held a board meeting on the same day and resolved that the stock swap decision by NS Shopping is valid in terms of clarifying the group’s business portfolio and enhancing shareholder value, as disclosed in a public announcement.

Accordingly, Harim Holdings will issue new shares and conduct a comprehensive stock swap by delivering shares to NS Shopping shareholders (excluding NS Shopping treasury shares and shares owned by Harim Holdings) at a ratio of 1:1.41347204 (1 share of NS Shopping for 1.41347204 shares of Harim Holdings).

NS Shopping plans to split its business into a tentative NS Holdings (investment corporation) and NS Shopping (business corporation). NS Shopping will focus on its current home shopping business, while NS Holdings, which holds subsidiaries such as Harim Industry, will merge with Harim Holdings, thereby incorporating subsidiaries like Harim Industry into Harim Holdings’ subsidiaries.

This plan aims to make Harim Industry (a subsidiary of NS Shopping), which is promoting the urban high-tech logistics complex project in Yangjae-dong, Seocho-gu, Seoul, a direct subsidiary of Harim Holdings, reducing NS Shopping’s investment burden and enabling faster project advancement.

The two companies plan to hold a shareholders’ meeting on January 11, 2022, and allow dissenting shareholders to request stock purchases for 23 days until February 3, 2022, thereby properly implementing stakeholder protection procedures.

The companies explained that the background for this comprehensive stock swap decision is to rapidly and efficiently promote the converged economic ecosystem of the urban high-tech logistics complex and create future growth engines for the entire Harim Group. Additionally, due to rapid changes in the media environment such as open markets, SNS, mobile, live commerce, and metaverse, they intend to enhance focus on the TV home shopping business, which has faced growth limits, and build sustainable competitiveness as a food specialty distribution platform.

The urban high-tech logistics complex supports the development of a converged industry combining distribution, logistics, and cutting-edge digital technology to meet the demand for lifestyle logistics services in the digital economy era. It plans to realize a 'compact city' based on converged business that improves citizen convenience and quality of life while creating global urban competitiveness.

Currently, the Yangjae Urban High-Tech Logistics Complex project is undergoing a real demand verification process at the request of the Seoul Metropolitan Government, and preparations for the urban high-tech logistics complex plan (draft) application are being conducted in parallel through prior consultations and advice with the relevant Seoul city departments.

An NS Shopping official stated, “NS Shopping plans to concentrate its previously dispersed business capabilities on the home shopping business to strengthen the expertise of the existing home shopping business, thereby re-evaluating corporate value and securing differentiated competitiveness. We will build a shopping platform suitable for the digital environment based on the existing TV home shopping business and further enhance the development of various content.”

A Harim Holdings official said, “Through this business restructuring via stock swap, we will more rapidly advance the urban high-tech logistics complex project, providing essential urban infrastructure for the digital economy era and enabling the new energy generated here to be supplied to the group.”

This content was produced with the assistance of AI translation services.