Considering Various Options to Improve Corporate Governance
Kim Nam-kyu, CEO of La Défense Partners, recently stated in an interview with Pharm e-Daily, E-Daily’s premium pharmaceutical and biotech content platform, “The opportunity arose for me to assist Kim Seong-yeon, a director at Genosco and the largest shareholder of OSCOTEC Inc.,” adding, “We are considering various options to improve corporate governance.”
Last week, private equity fund (PEF) manager La Défense Partners announced that it would begin efforts to stabilize management through corporate governance improvements, acting as an advisor to Director Kim Seong-yeon, the largest shareholder of OSCOTEC Inc.(039200). La Défense Partners plans to participate on behalf of Director Kim.
Director Kim rose to become OSCOTEC Inc.’s largest shareholder following the sudden passing of the late Kim Jeong-geun, OSCOTEC Inc.’s former CEO. However, Director Kim now faces complex challenges, such as securing funds for inheritance taxes and defending management control. This is why Radepange has decided to provide full-scale support to Director Kim. Radepange stated that the lack of consensus surrounding OSCOTEC Inc. was the decisive factor in its decision to assist Director Kim.
CEO Kim explained, “After observing the situation for about a month, I saw a chaotic scene where various stakeholders were running in all directions, each pursuing only their own interests.” He added, “It seemed necessary to show the market a clear direction: to establish a professional management system based on ownership and a transparent board of directors, centered on Director Kim, who, as the founder’s heir, has the strongest attachment to the company and its legacy.”
Regarding the current situation, he remarked, “We’re just at the stage of opening the sketchbook,” noting that all possibilities—including attracting strategic investors (SIs) and equity participation—remain open.
CEO Kim stated, “We are not starting out with any predetermined direction. In fact, we have not yet decided on a specific approach; a strategic investor (SI) may emerge, or a financial investor (FI) may step forward.” He added, “We may even draw up a new blueprint, similar to the past cases of HanmiPharm(128940)and OCI(456040). While we do not currently have immediate plans to acquire a stake, the possibility of La Défense taking a direct equity stake is, of course, open if necessary.”
OSCOTEC Inc. intends to carefully assess its current situation and the positions of its stakeholders before selecting the most appropriate course of action.
He emphasized, “We have been working with HanmiPharm Group for over six years to improve corporate governance,” adding, “The ‘hit-and-run’ tactic—where someone buys a partial stake, stirs up a noisy dispute to inflate the stock price, and then cashes out for a profit—is the kind of behavior I detest the most, and I will absolutely never engage in it.”
Given that La Défense currently has a seat on the board of Hanmi Science—a subsidiary of the HanmiPharm Group—some market observers speculate that the HanmiPharm Group might step in as an investor. However, regarding this, CEO Kim stated, “There has been no discussion from HanmiPharm.”
“We Are Willing to Work Toward a Reasonable Solution with the Second-Largest Shareholder”
In particular, CEO Kim stated that he is willing to work toward a reasonable solution with Lee Ki-yoon, Chairman of JK Asset and OSCOTEC Inc.’s second-largest shareholder.
He emphasized, “Depending on future circumstances, we may engage in sufficient dialogue with the second-largest shareholder and work toward a reasonable direction,” adding, “Ultimately, creating a ‘good company’—one that grows successfully, sees its stock price rise, and provides good compensation to employees—is likely the common goal of all shareholders.”
Following the news that Director Kim had been appointed as an advisor by La Défense, OSCOTEC Inc. stated, “This is not an advisory firm appointed by OSCOTEC Inc., nor has there been any official decision or agreement at the company level,” and clarified its policy that “future major management decisions will also be made in accordance with existing principles.”
In response, CEO Kim stated, “This is no longer an era where holding a 51% stake allows one to control a publicly listed company at will, as in the past. The Capital Markets Act and the Commercial Act clearly exist.” He continued, “The board of directors, as the agent of the shareholders, must act in accordance with the principle of good faith. The board must not operate solely for the benefit of a single shareholder. Nor should shareholders act arbitrarily by disregarding the current management and board of directors.”
Finally, he stated, “The most important aspect of improving OSCOTEC Inc.’s corporate governance is to move in a direction that benefits all shareholders,” adding, “We will carefully assess the actions of stakeholders and gradually devise a plan that yields the most reasonable and positive outcome for both OSCOTEC Inc. and its minority shareholders.”
