[비즈한국] A full-scale confrontation is brewing between the management of Huons Global084110 and its minority shareholders over the merger of its unlisted subsidiary, Huons243070 Lab. As a fierce vote is expected regarding the merger of subsidiaries (Huons and Huons Lab) scheduled for the Huons Global extraordinary shareholders' meeting on July 3, both the shareholder alliance and the company have begun actively rallying their supporters.
An operator of the Huons Global shareholder alliance, identified as A, told our publication in a phone call on the 19th, "We officially received the shareholder list from the company today." The alliance plans to use the list to actively solicit proxies for voting rights, including sending out mailers. "Our goal is to block the merger to protect the property rights of minority shareholders who have suffered losses due to the declining stock price," A emphasized. Huons Global's 6,583 minority shareholders hold a 34.2% stake, and the shareholder alliance, currently organized through the online minority shareholder platform ACT, holds 11.03%.
The shareholder alliance also responded coldly to the shareholder value enhancement plan recently announced by the company to appease shareholders. A criticized it, stating, "The measures presented by the company as shareholder return policies offer negligible actual benefits. Most importantly, the very method of the company deciding everything and unilaterally notifying shareholders without prior consultation is the problem." A added, "The company proposed a meeting with the CEO, but I refused because it was clear they would just repeat excuses that favor the company."
Huons Global announced a shareholder return policy at an board meeting on the 8th, stating it would distribute 30% of the new shares from the Huons merger that Huons Global will receive to general shareholders as a dividend in kind. They also stated that the largest shareholder, Chairman Yoon Sung-tae, and related parties would be excluded from the dividend. As a result, general shareholders would receive 1 share of Huons for every 20 shares of Huons Global.
Conflict is also deepening between the company and shareholders over the application of the '3% rule,' which has emerged as a key variable in the upcoming extraordinary meeting. Shareholders are concerned that the company might resort to tricks on the day of the meeting, depending on the voting situation, as it has not yet been decided whether to cap the voting rights of the largest shareholder and related parties by aggregating them to 3% (aggregated 3% rule) or to recognize them individually at 3% (individual 3% rule).
The 3% rule is a provision under the Commercial Act that limits the voting rights that the largest shareholder and related parties can exercise when a listed company appoints an auditor or an audit committee member. It does not originally apply to subsidiary merger agendas. However, as the government has decided in principle to prohibit the dual listing of subsidiaries by parent companies and only allow it in exceptional cases this year, it is highly likely that guidelines will be announced to expand the application of the 3% rule.
A cautioned against the company's potential manipulation of voting rights, saying, "We suspect that once the company identifies the outcome of the shareholders' vote on the day of the meeting, they will decide at the very last minute to apply whichever rule—individual or aggregated—serves their interests."
Huons decided to absorb Huons Lab at a board meeting on May 18. The stated goal is to maximize management efficiency—such as reducing overlapping investment costs, internalizing external costs, and creating R&D synergies—and ultimately to improve the company's financial structure and profitability.
Huons Lab possesses the 'Hy-Hyaluronidase' platform, a proprietary human hyaluronidase technology that converts intravenous (IV) biopharmaceuticals into subcutaneous (SC) formulations. Competitors like Alteogen and Halozyme are already dominating the market with this technology.
However, the Huons Group assesses that as a latecomer, Huons Lab is facing limits where it cannot survive independently due to being in a serious state of capital impairment caused by continuous R&D investment. The management of Huons Group believes that to commercialize and sustain this core technology, the only inevitable alternative is an absorption merger with Huons, a main business company that already has domestic and international production facilities and a solid sales network, rather than raising funds through methods like paid-in capital increases.
In response, Huons Global shareholders are strongly protesting the merger of Huons Lab, which holds promising technology, with an affiliate (Huons) rather than the parent company, claiming that "the core growth engine of the holding company is being transferred to another affiliate at a bargain price, causing severe damage to the interests of the holding company's shareholders." Furthermore, they suspect that there is an underlying scheme to suppress the stock price of Huons Global by stripping away quality assets while boosting the corporate value of Huons, the entity conducting the merger, ultimately to facilitate the gifting of shares and succession of management for Chairman Yoon Sung-tae's family. A pointed out, "Due to various issues including internal group succession, they are handing over the value of a quality subsidiary (Huons Lab) at a dirt-cheap price and maximizing the interests of major shareholders, which is something that should not happen in a healthy capital market."