by Kim HyeongMin
by Jeong Donghoon
Published 23 Jan.2024 11:10(KST)
Updated 23 Jan.2024 15:02(KST)
It has been confirmed that the Lim brothers, Lim Jong-yoon and Lim Jong-hoon of Hanmi Pharmaceutical Group, who filed an injunction to prohibit the issuance of new shares to block the merger between Hanmi Pharmaceutical Group and OCI Group, have formed a high-profile legal team of seven lawyers, including a lawyer with 29 years of experience as a judge. With the first trial scheduled for the 7th of next month, business and legal circles analyze that the Lim brothers are putting their lives on the line in the lawsuit. As the legal dispute over the merger intensifies, OCI Group Chairman Lee Woo-hyun, whose room for maneuver has narrowed, decided not to hold the second meeting with Hanmi Pharmaceutical President Lim Jong-yoon, which was scheduled for that day. There are expectations that the merger work between OCI and Hanmi Pharmaceutical will unfold into a battle over shares.
According to business and legal circles on the 23rd, President Lim Jong-yoon and Lim Jong-hoon, CEO of Hanmi Precision Chemical, appointed seven lawyers from the law firm Jipyung as their legal representatives for the injunction lawsuit to prohibit the issuance of new shares. Among them, senior attorney Yoon Sung-won has 29 years of experience as a judge. Having served in courts of all levels, he has presided over various cases including civil, criminal, administrative, corporate disputes, and rehabilitation. In addition to Attorney Yoon, six other lawyers skilled in corporate and financial cases are expected to represent the claims of the Lim brothers. Beyond the officially named lawyers, there is also speculation that Kim Ji-hyung, the representative attorney of Jipyung Law Firm and former Supreme Court justice who served as Samsung Compliance Committee Chairman from 2020 to 2022, will support this case behind the scenes.
The fact that seven lawyers were appointed for an injunction case is considered unusual in legal circles. It is interpreted that the Lim brothers likely formed the legal team early on, considering not only the injunction lawsuit but also subsequent procedures. If the injunction request is dismissed by the court, the Lim brothers can file a main lawsuit and proceed with a formal trial. Even if the injunction is granted, Hanmi Pharmaceutical may immediately appeal, requiring a retrial at the High Court. Earlier, on the 17th, the Lim brothers filed an injunction request at the Suwon District Court to block Hanmi Science’s third-party allotment paid-in capital increase worth 240 billion won targeting OCI Holdings. The first hearing is scheduled for the 7th of next month.
Chairman Lee Woo-hyun postponed the appointment he had made with President Lim on that day. Recent reports indicate that Lee initially wanted to have an honest discussion about the merger with President Lim, but after the injunction filing, he changed his stance, saying that "the range of choices has narrowed." OCI stated regarding the failed meeting that they decided to "observe the situation."
Industry insiders seem to be paying attention to the significant temperature difference compared to the first meeting. At the first meeting with President Lim on the 14th, Chairman Lee said, "I could feel his rationality and his expertise in innovative technology trends and investment as a biochemistry major," and added, "I don’t think he intends to overturn the table or anything like that." However, after President Lim pushed forward with the lawsuit, it appears that Lee judged that meeting again would be meaningless.
This merger centers on OCI Group’s holding company, OCI Holdings, acquiring a 27.0% stake in Hanmi Science (the holding company of Hanmi Pharmaceutical Group) through in-kind contributions and new share acquisitions, while major shareholders of Hanmi Science, including President Lim Joo-hyun, acquire a 10.4% stake in OCI Holdings. If the issuance of new shares is halted, the original plan to secure shares will collapse. A business insider said, "Chairman Lee’s turning President Lim’s mind around is a prerequisite for a ‘dispute-free merger,’ but the two have even found it difficult to meet," adding, "A fierce battle over shares is expected for the merger to actually succeed."
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