[비즈한국] Oscotec039200 is facing its greatest governance uncertainty since its founding in 1998. This follows the passing of Advisor Kim Jung-keun, the founder and largest shareholder, occurring amidst ongoing conflict with minority shareholders over governance restructuring, such as the full acquisition of its subsidiary Genosco. The pharmaceutical and biotechnology industry is watching closely, as this inheritance issue goes beyond a change in the largest shareholder and could shake the very foundation of Oscotec's governance.
Oscotec announced through a filing on the 5th that an inheritance process would begin due to Advisor Kim's passing, which is expected to lead to a change in the largest shareholder. The Oscotec shares held by Advisor Kim totaled 4,763,955 shares (12.46%), valued at approximately 240 billion won based on the closing price on the 5th. Under current Inheritance and Gift Tax law, a top tax rate of 50% is applied to inherited property exceeding a taxable base of 3 billion won. When the 20% premium for shares held by a largest shareholder is added, the effective tax rate reaches 60%. By simple calculation, the inheritance tax that the bereaved family must bear is estimated to reach between 120 billion and 140 billion won.
The problem is whether Advisor Kim's bereaved family has the capacity to pay the inheritance tax. Given the nature of biotech companies, it is highly unlikely that the owner's family holds cash-equivalent assets in the hundreds of billions of won outside of their shares. Ultimately, to pay the inheritance tax, they will have no choice but to take out loans backed by their shares or sell their stake in the market.
Industry experts believe that either method will likely shake Oscotec's current governance. Currently, the shareholding of specially related persons, including Advisor Kim, is only 12.67%. Even if they take out loans against their shares, this is only a temporary measure, and they would have to shoulder interest costs at an annual rate of 5-6%. Ultimately, they are highly likely to sell shares to repay the loans.
Management power is already weak, as evidenced by Advisor Kim stepping down from his position as an executive director after losing a proxy battle against minority shareholders in March of last year. Under these circumstances, with hundreds of billions of won in Lazertinib milestone and royalty revenue expected annually, the risk of becoming a target for hostile M&A (mergers and acquisitions) seeking to take over Oscotec may increase.
For this reason, suggestions have been made that the process of making the subsidiary Genosco a wholly-owned subsidiary might be accelerated. Kim Sung-yeon, the eldest son of Advisor Kim, holds approximately a 13% stake in Genosco. Regarding the corporate value of Genosco, Oscotec shareholders view 700 billion won as appropriate, whereas Genosco shareholders are expecting up to 1.4 trillion won. If this valuation is applied, Kim Sung-yeon's stake in Genosco is valued between 91 billion won and 182 billion won. The industry views that Kim could use this stake by exchanging it for Oscotec shares or selling it to raise funds for inheritance tax.
Oscotec maintains that there will be no management void, as the joint CEO system of Yoon Tae-young and Lee Sang-hyun remains solid despite Advisor Kim's passing. CEO Yoon is in charge of R&D, while CEO Lee handles management operations. An Oscotec official stated, "Under the current management and board of directors, we plan to carry out major tasks such as business operations and R&D stably as planned," and added, "Details regarding the final status of the largest shareholder following the inheritance and transfer of shares have not been finalized, and we will proceed with corrections or additional filings in accordance with relevant laws as soon as details are confirmed."
While minority shareholders expressed their condolences at the news of Advisor Kim's death, they appear to be closely watching the future inheritance process and changes in the board's composition. Choi Young-gap, representative of the Oscotec Minority Shareholders' Solidarity, said, "We were in discussions with the company regarding the agenda for the regular shareholders' meeting in March, so we are taken aback by the sudden news of the passing," adding, "We hope to coordinate smoothly with the company and proceed in a positive direction."