In the End, It Ends at the General Meeting... Hanmi Pharm Mother and Daughter vs. Siblings Management Rights War

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The hearing date for the injunction request to prohibit the issuance of new shares by Hanmi Science (the holding company of Hanmi Pharm Group) has been postponed by two weeks from the 7th to the 21st, and the management rights dispute within the Hanmi Pharm Group owner family is expected to be decided at the March shareholders' meeting. This is because the mother and daughter duo (Song Young-sook and Lim Ju-hyun), who are pushing for integration with OCI Group, and the brothers (Lim Jong-yoon and Lim Jong-hoon), who oppose it, continue their uncompromising confrontation.

On the 13th, a representative of Kori Group said, "Although we cannot specify details, we are making efforts to secure 'allies' from various angles." Kori Group is the company chaired by Lim Jong-yoon, president of Hanmi Pharm. However, regarding the issuance of convertible bonds (CB) worth 25 billion KRW by DXVX, a listed company where President Lim is the largest shareholder, the representative drew a line, saying, "It is not intended to respond to the management rights dispute." There had been speculation that the CB issuance was to raise 'ammunition' for additional acquisition of Hanmi Science shares.

The reason for striving to secure allies is that the stakes are even when considering shares held by relatives and other special related parties. According to the Financial Supervisory Service's electronic disclosure system, the friendly shares of Hanmi Science held by President Lim Jong-yoon's side total 28.41%. This includes President Lim Jong-yoon (9.91%), his brother Lim Jong-hoon, president of Hanmi Pharm, who is on the same side (10.56%), their spouses and seven children (7.54%), and DXVX (0.40%).

On the other hand, the shares held by President Lim Ju-hyun's side, including special related parties, amount to 27.70%. OCI Holdings, to which President Lim and his mother Song Young-sook, chairwoman of Hanmi Pharm, transferred shares, holds 20.32%, President Lim Ju-hyun holds 2.14%, and nine of their relatives hold 5.24%. When limited to friendly shares within the family, President Lim Ju-hyun's side actually holds fewer shares than the brothers' side.

The biggest variables are whether the two public interest foundations will exercise their voting rights. The Gahyeon Cultural Foundation holds 3.85% of Hanmi Science shares, and the Im Seong-gi Foundation holds 3%. Both foundations are classified as friendly shares to President Lim Ju-hyun's side. Combined, this raises President Lim Ju-hyun's side's shares to 34.55%, surpassing the brothers' side (28.41%) and tipping the balance.

However, there are concerns that the foundation shares may not be usable. Under the Fair Trade Act, the voting rights of public interest corporations within mutually invested restricted business groups are limited to within 25% of their shareholdings. Even excluding the foundation shares, President Lim Ju-hyun's side holds more than 25%. Although Hanmi Pharm Group is not a mutually invested restricted business group, OCI Group, the integration partner, is such a group. Since the two companies have merged, there is an argument that Hanmi Science should also be subject to 'voting rights restrictions.'

Regarding this, Kim Sang-man, a lawyer at the law firm Hwawoo, said, "At the time of the March shareholders' meeting, the integration process will not yet be completed, so it is considered possible for the public interest foundations to exercise their voting rights."

Besides the foundations, another casting vote is Chairman Shin Dong-guk of Hanyang Precision, the second-largest shareholder holding 12.15%. He was a hometown junior of the late Im Seong-gi, founder of Hanmi Pharm, and they had a close relationship during his lifetime. Chairman Shin has stated through media outlets that he remains 'neutral.'

The National Pension Service, holding 7.38% of Hanmi Science shares, maintains its shareholding purpose as 'simple investment.' Simple investment allows only passive participation without exerting influence over management rights. An investment banking (IB) industry insider said, "The situation is different from four years ago when the National Pension Service actively intervened in the management rights dispute of Hanjin KAL (the holding company of Hanjin Group). Since there is no justification or reason for intervention, such as a unanimous board resolution to approve the integration of Hanmi Science, it is expected to maintain neutrality."

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