Humasis Opposes Celltrion Merger... "Submission of Creditor Objection Letter"

Celltrion-Humasis Legal Battle Over Diagnostic Kit Supply to US
Humasis "Must Follow Legal Procedures as Debtor"
Celltrion "Actively Responding to Ensure No Issues with Merger"

Humasis announced on the 21st that it has submitted a creditor's objection letter regarding the merger between Celltrion and Celltrion Healthcare.

Humasis logo. [Image provided by Humasis]

A Humasis official explained, "According to Article 148, Clause 8 of the Commercial Registration Rules, Celltrion cannot register the merger if it violates the related procedures," adding, "If lawful procedures such as repayment of claims, collateral, or property trust are not fulfilled, the company plans to notify the competent registry office by attaching the existence of the claim and the fact of objection submission."

Earlier, Celltrion resolved to absorb and merge Celltrion Healthcare through an extraordinary general meeting of shareholders held on the 23rd of last month. The merger agenda of both companies passed smoothly at each company's extraordinary general meeting of shareholders.

Humasis is currently pursuing litigation for approximately $41 million (about 52.742 billion KRW) in payment for goods under the joint research and product supply contract and 70 billion KRW in damages, holding Celltrion accountable for an unfair contract termination notice. According to commercial law, once a creditor's objection letter is submitted regarding the merger, Celltrion, as the debtor, must repay the relevant claims, provide substantial collateral, and entrust considerable property to a trust company for this purpose, Humasis claims.

The conflict between Celltrion and Humasis began over the delivery schedule of COVID-19 diagnostic kits. In June 2020, the two companies signed a joint research and supply contract for the development, commercialization, and supply of COVID-19 antigen rapid diagnostic kits. Following the contract, they completed the development and commercialization of professional-use and personal-use antigen rapid diagnostic kits and began full-scale delivery to the U.S. market through Celltrion's U.S. subsidiary.

Celltrion claims that as demand for the diagnostic kits surged, Humasis repeatedly failed to meet delivery deadlines. On the other hand, Humasis stated that when responding to Celltrion's lawsuit earlier this year, it even accepted Celltrion's requests to halt production and extend delivery deadlines but could not accept excessive price reductions and demands for subsidies compared to previous agreements.

A Humasis official said, "When Humasis refused to accept price reductions and subsidies, Celltrion claimed contract termination citing delivery delays, even though it never charged delay penalties for late deliveries. This was an unjust act without legal grounds," adding, "Humasis is pursuing lawsuits for payment for goods and damages based on Celltrion's refusal to perform and breach of contractual obligations."

In response, a Celltrion official stated, "We will actively respond to ensure that there are no issues with the merger after internally reviewing the contents received during the creditor's objection submission period."

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