[Edaily NA EUN-KYUNG Reporter Han Kwangbeom ] The management control dispute at the HanmiPharm(128940) Group, which had appeared to have entered a lull for some time, has entered a new phase. This comes after Lim Jong-hoon, CEO of Hanmi Fine Chemicals, officially announced his intention to join forces with his mother, Chairwoman Song Young-sook, and his older sister, Vice Chairwoman Lim Ju-hyun, following the sale of his 2.5% stake in Hanmi Science(008930) to a third-party private equity fund (PEF) rather than to Shin Dong-kook, Chairman of Hanyang Precision.

Considering that CEO Lim had no choice but to dispose of his stake due to inheritance tax burdens and secured loans, the fact that the “casting vote” stake Chairman Shin had sought to secure ultimately went elsewhere is a significant blow to Chairman Shin’s strategy. However, observers note that it is too early to conclude that this transaction has completely resolved the management control dispute.

Destination of ‘Casting Vote’ Share Decided… PEF Chosen Over Shin Dong-guk

According to the Financial Supervisory Service’s electronic disclosure system on the 2nd, CEO Lim signed a share purchase agreement to sell 1,709,788 shares (2.5% of the total issued shares) of Hanmi Science common stock he held to Now IB Fund No. 22 at 48,000 won per share, for a total of 82,069,820,000 won. The closing date for the transaction is August 5 or a date mutually agreed upon by the parties.

This transaction carries significance beyond a simple sale of shares. CEO Lim has been raising funds through secured loans and repurchase agreements (RP) to cover inheritance tax liabilities. This disclosure also indicates that he has pledged a significant portion of his shares as collateral and has entered into an RP agreement. While the disposal of shares itself was somewhat expected, market attention was focused on “who he was selling to.”

Initially, Chairman Shin, Chairwoman Song Young-sook, and Vice Chairman Lim Ju-hyun formed the so-called “four-party alliance” (Song Young-sook, Chairwoman of HanmiPharm; Lim Ju-hyun, Vice Chairman of HanmiPharm; Shin Dong-guk, Chairman of Hanyang Precision; and private equity firm La Défense Partners) to secure management control. However, following a conflict earlier this year, the two sides parted ways, plunging the management control landscape back into uncertainty. Since then, while the eldest son, Lim Jong-yoon, Chairman of Kori Group, has aligned himself with Chairman Shin’s camp, the second son, CEO Lim Jong-hoon—who had not clearly sided with either party—has been cited as the “swing vote” that will determine the future of management control.

With this transaction, including the stake being sold by CEO Lim Jong-hoon, the ownership stake held by the family—comprising Chairwoman Song Young-sook, Vice Chairman Lim Ju-hyun, the Lim Seong-gi Foundation, and the Gahyeon Cultural Foundation—totals 31.05%. Adding Radepange’s stake (9.81%) brings the total to 40.86%. Chairman Shin’s side holds a 29.83% stake, including shares in Hanyang Fine Chemicals.

A source familiar with Hanmi Group’s affairs revealed, “It was openly rumored in the industry that Chairman Shin had been interested in acquiring CEO Lim Jong-hoon’s shares,” adding, “While there were expectations that CEO Lim would not sell his shares to Chairman Shin’s side, it was still unexpected for him to publicly declare his intention to stand with his mother and sister as he has done this time.”

The source continued, “As far as I know, the fund that acquired the shares this time is an existing private equity fund, not one specifically established by the four-party alliance,” and added, “We expect this decision to lead to greater stability in the group’s governance.”

CEO Lim also stated in a press release, “Together with my mother (Chairwoman Song Young-sook) and my older sister (Vice Chairwoman Lim Ju-hyun), I will fulfill any role that contributes to the company’s development in order to carry on my father’s (the late founder, Chairman Lim Seong-ki) dream of ‘serving the nation through pharmaceuticals.’” “I hope this decision will help nurture ‘Hanmi in a way that is true to Hanmi’ and contribute to the stabilization of the group’s governance.”

Pension Funds and Retail Investors Remain Variables… Not the End of the Dispute, but a “New Phase”

The Hanmi Group expects this transaction to further stabilize its ownership structure, which is centered on the founding family. On the other hand, many in the market believe it is too early to conclude that the management control dispute has effectively ended based on this transaction alone.

In fact, after the market closed and the share purchase agreement was disclosed, Hanmi Science’s stock price traded at 31,550 won on the NextTrade after-hours market—a slight increase from the regular session’s closing price of 31,250 won. Regarding this, some interpret it as a positive reaction to the easing of conflicts within the owner family and the reduction of uncertainty surrounding the corporate governance structure, while others analyze it as a result of renewed attention to the potential for future competition to secure shares as the management control dispute enters a new phase.

It is also worth noting that the entity acquiring this stake is a private equity fund rather than a strategic investor (SI). Since private equity funds are fundamentally financial investors (FIs) focused on investment returns, it cannot be ruled out that their investment strategy may change depending on the timing of future investment recovery or shifts in market conditions.

The stance of institutional investors, such as the National Pension Service, and retail shareholders also remains the biggest variable.

A former employee of Hanmi Group pointed out, “While this transaction is significant in that it clarifies CEO Lim’s course of action, it is difficult to say that either side has secured overwhelming control, so the outcome is likely to be decided at next year’s annual general meeting of shareholders.” He added, “It will be difficult for the National Pension Service to easily take sides,” and noted, “I believe the key variables will be which side can secure more shares held by individual investors through a battle of justifications and capital strength.”