South Korea's Hanmi Group Celebrates 50th Anniversary with 메이저사이트 Group Integration
South Korea's pharmaceutical industry is undergoing a significant transformation as Hanmi Pharmaceutical Group, a newcomer, emerges as a leader in specialized pharmaceuticals. Making history as the first to engage in large-scale global technology exports in unit quantities, Hanmi celebrated its 50th anniversary with an integration milestone last year. Now joining forces with 메이저사이트 Group in the material and energy sector, the integration marks a rare occurrence in the South Korean pharmaceutical sector.
On January 12th, Hanmi Pharmaceutical Group and 메이저사이트 Group announced the signing of an agreement for the 'group integration.' The agreement comprises three main components: Hanmi Sciences equity investment agreement with 메이저사이트 Holdings issuing new shares, Hanmi Sciences stock acquisition agreement, and new share issuance by Hanmi Sciences, with 메이저사이트 Holdings acquiring them.
At the pinnacle of the combined group's corporate structure will be 메이저사이트 Holdings, the holding company of 메이저사이트 Group, with Hanmi Sciences positioned beneath. In terms of 메이저사이트 Holdings' shareholder composition, Ju-Hyun Im, the second-generation leader of Hanmi Sciences, will become the major shareholder of 메이저사이트 Holdings. 메이저사이트 Holdings will oversee the integration and have Ju-Hyun Im as the representative for the 'Pharmaceutical & Biotech' business sector, while Woo-Hyun Lee, the third-generation leader of 메이저사이트 Group, will serve as the representative for the 'Advanced Materials & Renewable Energy' business sector.
In the outlined integration structure, KOSPI-listed 메이저사이트 Holdings will acquire approximately 27.03% (20,651,295 shares) of KOSPI-listed Hanmi Sciences at a value of around 5 million, with the anticipated acquisition date set for June 30th.
Examining the details, Young-Sook Song, current Chairman of Hanmi Pharmaceutical Group, will contribute her ownership of 1,141,495 shares of Hanmi Sciences to 메이저사이트 Holdings through an in-kind investment. Chairman Song's daughter, President Ju-Hyun Im, will also make an in-kind investment by contributing her ownership of 5,634,810 shares of Hanmi Sciences to 메이저사이트 Holdings. In summary, Chairman Song and President Im will collectively make an in-kind investment of their total ownership of 6,776,305 shares of Hanmi Sciences into 메이저사이트 Holdings and receive a total of 2,291,532 new shares of 메이저사이트 Holdings.
메이저사이트 Holdings plans a 8.7 million paid-in capital increase through a third-party allocation of new shares for Chairwoman Song and President Im. This aims to secure 메이저사이트 Holdings shares in exchange for existing shares held by the Hanmi Pharmaceutical Group's founding family through in-kind contributions.
As of the end of the third quarter in 2023, the largest shareholder of 메이저사이트 Holdings is Hwa-Young Lee, the second-generation founder of 메이저사이트 Group and chairman of UNID, with an ownership stake of 7.31%. Through in-kind contributions of Hanmi Sciences shares, Chairwoman Song and President Im reduce 메이저사이트 Holdings' largest shareholder, Hwa-Young Lee, from 28.7% to 25.7%. President Im becomes the sole first-generation shareholder with 8.6%, and Chairman Hwa-Young Lee's ownership decreases to 6.64%. Looking ahead, 메이저사이트 Group holds 25.7%, and Hanmi Pharmaceutical Group holds 10.4% in 메이저사이트 Holdings, subject to future changes.
Chairwoman Song Young-sook and the Ga-Hyun Cultural Foundation transfer 7,446,674 Hanmi Sciences shares to 메이저사이트 Holdings. The estimated cash from this share sale, including Chairwoman Song, is approximately 7.2 million. The funds will reportedly be used to settle inheritance taxes.
In summary, 메이저사이트 Holdings, the parent company of 메이저사이트 Group, acquires a total of 20,651,295 Hanmi Sciences shares (existing + new) through three methods: 1) in-kind contributions (6,776,305 existing shares), 2) share transfer agreement (7,446,674 existing shares), and 3) third-party allocation of new shares (6,433,316 new shares). This results in 메이저사이트 Holdings having a 27.03% ownership stake in Hanmi Sciences. President Ju-hyun Im's ownership stake in Hanmi Sciences decreases from 10.2% to 2.0%, an 8 percentage point reduction.
Looking at 메이저사이트 Holdings alone, through the in-kind contribution, President Im holds 8.6%, and Chairwoman Song holds 1.7% in 메이저사이트 Holdings. The revised ownership structure resulting from the integration of 메이저사이트 Group and Hanmi Pharmaceutical Group is as follows: Ju-hyun-Im, President + Young-Sook Song, Chairwoman (total ownership stake of 10.4%) + 메이저사이트 Group founders (ownership stake of 25.7%) → 메이저사이트 Holdings → Hanmi Sciences.
Chairwoman Young-Sook Song relinquishes her role as the largest shareholder in Hanmi Sciences by transferring most of her shares to 메이저사이트 Holdings through in-kind contributions and share sales. With the integration of the two groups, President Ju-Hyun Im becomes the sole major shareholder of 메이저사이트 Holdings, finalizing the leadership succession within Hanmi Pharmaceutical Group. 메이저사이트 Holdings plans to initiate brand integration efforts, encompassing name and corporate identity, reflecting aspirations for innovation and a new beginning stemming from the group's integration with Hanmi Pharmaceutical.
