Control Battle at DAEJIN ADVANCED MATERIALS Inc. Escalates… Controversy as Figure Linked to ‘Stock Manipulation Case’ Emerges [only-EDAILY]
Investor Representative Has Prior Conviction for Prison Term in ‘New Wolkop Stock Manipulation Case’
Conflict Over Management Control Escalates Following Kwangmu’s Equity Investment
Company Executives Remain on Site During Bondholders’ Meeting… Current Management Turns a Blind Eye
Major Shareholder Group Pushes Back Against Attempt to Take Control of the Board of Directors
[Edaily Park Jung-Soo Reporter Shin Ha-yeon] The conflict over management control at KOSDAQ-listed company #DAEJIN ADVANCED MATERIALS Inc. is intensifying. Some in the market are raising the possibility of collusion between certain investor groups and the current management, claiming that this is an attempt at a hostile merger and acquisition (M&A). In particular, since an individual linked to the past “New Wolcop stock price manipulation” case has emerged as a representative of Kwangmu(029480)(the second-largest shareholder), which is an investor in DAEJIN ADVANCED MATERIALS Inc., the market is calling for an explanation from the current management. ◇ Controversy Surrounding Cho Young-hoon and the “New Wolcop Stock Manipulation” Case According to the financial investment industry on the 5th, Mr. Cho Young-hoon participated as an agent for the investor side during Kwangmu’s investment in DAEJIN ADVANCED MATERIALS Inc.’s rights offering, and it is reported that he subsequently attended a meeting of the company’s corporate bondholders under the name “Chris Cho.” Previously, in January, Kwangmu contributed 12.9 billion won to DAEJIN ADVANCED MATERIALS Inc.’s third-party private placement, securing a 16.66% stake and becoming the second-largest shareholder. Industry sources suggest that Mr. Cho was involved in the investment process as a representative of Kwangmu. Mr. Cho is known to have a criminal record, having been sentenced to prison for his involvement in the past “New Wolcop” stock price manipulation case. An industry insider claimed, “Mr. Cho, an investor representative, attended the company’s bondholders’ meeting without any authority,” adding, “CEO Kim Ki-beom has not stopped this and is tacitly condoning it.” The market views Kwangmu’s equity investment as the start of full-scale moves to gain management control. Although Kwangmu stated in its disclosure at the time that the purpose of the share acquisition was simply investment, questions are being raised as to whether there are, in fact, moves to participate in management, given attempts by certain individuals to join the board of directors. In fact, DAEJIN ADVANCED MATERIALS Inc. had previously recommended Mr. Woo Tae-kyung (CEO of Barun C& Co., Ltd., a securities information provider) and Mr. Oh Jeong-baek as candidates for inside directors, and Mr. Jeong Do-kyun as a candidate for an outside director. An industry insider stated, “CEO Kim Ki-beom attempted to appoint individuals suspected of having ties to Kwangmu as new directors,” adding, “The connection between these individuals’ backgrounds and the company’s advanced materials business has not been sufficiently explained.” To block these moves, the largest shareholder filed a motion with the court for a preliminary injunction to prohibit the convening of the shareholders’ meeting, and the court granted the motion, effectively halting the proceedings on the relevant agenda items. They are also raising concerns about the company’s appointment of the proxy voting firm “WisCompanyWorks” ahead of the extraordinary shareholders’ meeting. This firm is known to have handled proxy voting matters during management control disputes at major companies such as KoreaZinc and HYBE. An industry insider explained, “Suspicions are being raised that a certain conflict of interest may have developed among NRobotics, Kwangmu, and DAEJIN ADVANCED MATERIALS Inc.,” adding, “It is unusual for a company that has not previously been involved in a management control dispute to appoint a specialized agency to secure voting rights.” ◇Suspicions of a Hostile M&A Some observers are suggesting that an attempt at a hostile M&A is underway, citing possible links between individuals involved in past capital market incidents and the current management. DAEJIN ADVANCED MATERIALS Inc. is currently proceeding with the issuance of 15 billion won worth of convertible bonds (CBs) to the Song Sang Investment Consortium. Within the industry, the names of Shin Dong-geol, the former CEO of Sangji Construction, Inc., and Woo Tae-kyung, who has been nominated as a director candidate, are being mentioned in connection with the consortium. Notably, the payment date for the CBs was originally set for January 15 but was postponed once to February 20, and has recently been adjusted again to the 20th of this month. An industry insider claimed, “There are suspicions that CEO Kim’s camp intends to inject funds after changing the composition of the board of directors through a shareholders’ meeting,” adding, “An attempt at a hostile M&A is underway due to intertwined interests between certain investment groups and the current management.” The source added, “Mr. Shin is known to have played a role related to corporate governance in the mergers and acquisitions of several listed companies in the past,” noting, “In particular, certain individuals, including director candidates, are exerting influence over the company’s management.” He further emphasized, “CEO Kim is granting preferential treatment, such as using company funds to carry out interior renovations to provide private spaces for individuals outside the company,” and stressed, “This requires scrutiny by financial authorities.” Kwangmu stated that it has no intention of participating in the management of DAEJIN ADVANCED MATERIALS Inc. A Kwangmu official explained, “This is a strategic equity investment aimed at creating business synergies,” adding, “We have no intention of interfering with management.” Meanwhile, we contacted DAEJIN ADVANCED MATERIALS Inc. to inquire about its position regarding the management control dispute but did not receive a response.
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