[At a Crossroads] Unichem① Fierce Shareholding Battle Ahead of Round 2 in Management Dispute

Actor Park Jumi's Husband Lee Jangwon, CEO of Unichem, Suffers Defeat at Regular General Meeting
Both Sides Compete in Share Purchases to Win Temporary General Meeting

As the temporary shareholders' meeting of Unichem, a KOSPI-listed company embroiled in a management rights dispute, approaches, the existing management and minority shareholders are fiercely competing to secure shares.

According to the Financial Supervisory Service's electronic disclosure, Unichem will hold a temporary shareholders' meeting on the 27th. The main agenda items include the appointment and dismissal of executives such as inside directors, outside directors, and auditors.

Earlier in February, a corporation named ‘Haetbal’ emerged in the market by filing a lawsuit over the management rights dispute against Unichem ahead of its regular shareholders' meeting. The core of the lawsuit was to appoint the directors and auditors proposed by the minority shareholders, including Haetbal’s CEO Jeong Jae-hyung.

According to a media interview, Jeong Jae-hyung, CEO of Haetbal, is a figure who manages real estate development and hotels in Jeju Island. Haetbal is a developer for the Gosan 3 District development in Gwangju-si, Gyeonggi-do. The investment in Unichem was conducted as part of its financial portfolio.

At that time, Haetbal secured 2,395,417 shares of Unichem through on-market purchases. A related party corporation called ‘JH Saramdeul’ also purchased 708,205 shares on the market. Additionally, Haetbal holds some of Unichem’s publicly offered convertible bonds with warrants (BW), resulting in a total shareholding of 5.46% as of April 3.

As of the end of last year, Unichem’s largest shareholder was a corporation named ‘Uni,’ holding 18.18%. Uni is a family company where CEO Lee Jang-won of Unichem owns 25%, his wife, actress Park Joo-mi, owns 25%, and their two children each own 25%. Combining Uni’s shares, CEO Lee’s personal shares, and shares held by related party director Lee Eun-kyung, the total shares held by CEO Lee’s side amounted to 19.78%.

In terms of shareholding ratio, CEO Lee’s side held more shares than Haetbal’s side, but the regular shareholders' meeting ended in a defeat for CEO Lee. The agenda items for one inside director and one outside director proposed by CEO Lee’s side were rejected, and the agenda for two inside directors and one auditor candidate was discarded. Conversely, Haetbal’s CEO Jeong Jae-hyung was appointed as an inside director, and one auditor proposed by Haetbal was also appointed. It is interpreted that other minority shareholders sided more with Haetbal.

Haetbal did not stop there and filed another lawsuit in May to request the convening of a temporary shareholders' meeting. Haetbal proposed the dismissal of inside director Jeong Jae-yeol, an associate of CEO Lee, and the appointment of one inside director and two outside directors from Haetbal’s side. In response, CEO Lee’s side proposed four inside directors, two outside directors, and the dismissal of the auditor from Haetbal’s side.

The original date for the temporary shareholders' meeting was the 29th of last month. However, one of the outside director candidates proposed by CEO Lee’s side was found to have a disqualification. This candidate was an inside director of Unichem’s subsidiary, Uniwon, and under commercial law, executives of subsidiaries cannot serve as outside directors. Consequently, the shareholders' meeting was postponed to the 27th.

Ahead of the second shareholders' meeting, CEO Lee’s side and Haetbal’s side are intensifying their efforts to secure shares. The family company Uni, affiliated with CEO Lee, purchased 2,768,102 shares of Unichem from March to early last month. They also exercised convertible bonds and BWs, raising their total shareholding to 23.75%.

Haetbal’s side also continued to purchase Unichem shares in response. The related party JH Saramdeul acquired an additional 1,993,021 common shares and 716,588 BWs since April, securing a total of 7.8% shares. Moreover, Haetbal continued buying Unichem shares even after the shareholder registry closure date for the temporary shareholders' meeting on the 3rd, holding a total of 8.2% as of the 12th.

Meanwhile, Unichem is a company primarily engaged in the manufacturing and sales of leather. It imports, manufactures, and supplies leather materials for handbags and automotive seat fabrics. Since 2020, it has been promoting the Cascadia CC golf course and resort project in Hongcheon, Gangwon-do.