Claims of "Shareholder Value Damage" in Stock Swap with Doosan Robotics
Calls for Audit Committee Investigation and Announcement of Corporate Value Enhancement Plan
Align Partners Asset Management announced on the 18th that it filed a request to maintain illegal acts against the directors of Doosan Bobcat on the 17th. This was the first measure taken to protect shareholder value, expressing disappointment with Doosan Bobcat's response to the shareholder letter dated the 14th.
According to Article 402 of the Commercial Act, shareholders holding more than 1% of shares can request directors to prohibit acts that violate laws or the articles of incorporation. Align Partners judged that the Doosan Bobcat board of directors' pursuit of an unfavorable merger or comprehensive stock exchange with Doosan Robotics would cause disadvantages to shareholders, considered this illegal, and filed the request.
Lee Chang-hwan, CEO of Align Partners Asset Management, explained, “It is difficult to accept that the Doosan Bobcat board only responded that it cannot abandon the pursuit of a comprehensive stock exchange without resolving conflicts of interest with the controlling shareholder,” adding, “We took the measure of requesting maintenance to prevent the company from suffering losses due to a wrong decision.”
Through the letter requesting maintenance of illegal acts, Align Partners demanded that the Doosan Bobcat Audit Committee investigate the decision-making process of the board regarding the comprehensive stock exchange and announce the results by the end of the year. This concerns the internal discussions and review contents of the comprehensive stock exchange, compliance with the fairness requirements under Article 398 of the Commercial Act, and specific procedures. The CEO pointed out that although the Doosan Bobcat board formally has independence and fairness, it is effectively operated under the influence of the controlling shareholder holding 46% of shares. He urged the Audit Committee for a transparent investigation, stating, “There should have been sufficient internal deliberation before significant decisions, prioritizing the interests of all shareholders.”
While positively evaluating Doosan Bobcat’s intention to announce a plan to enhance corporate value within the year, the CEO emphasized, “The announcement must go beyond a formal level and contain content that can bring about substantial change.” To this end, he plans to propose ways to enhance Doosan Bobcat’s corporate value through a public presentation on the 18th.
Meanwhile, Align Partners stated that it will send a second shareholder letter to the Doosan Bobcat board within this week and consider additional measures after reviewing the Audit Committee’s investigation results and the corporate value enhancement plan by the end of the year. They added that they are preparing specific plans including various value-up strategies such as normalizing shareholder return rates to the level of global peers and special dividend plans for capital structure efficiency.
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