[Edaily Reporter KIM SAE-MI ] Boryung(003850)Boryung will spin off its prescription drug (ETC) sales division through a corporate split to establish “Boryung Pharma Solution (BPS),” a subsidiary specializing in commercial operations. The company will restructure its operations so that Boryung, the surviving entity, handles product development, production, and supply, while BPS manages domestic sales, marketing, business development (BD), and distribution.
Boryung announced on the 15th that it held a board of directors meeting and approved a spin-off plan outlining these details.
The spin-off will be a simple asset spin-off, with Boryung retaining 100% of the shares in the newly established company. Boryung will continue as a publicly listed company, while BPS will be established as an unlisted entity. The effective date of the spin-off is January 4 of next year. The number of Boryung’s issued shares will remain unchanged as a result of this spin-off.
Boryung stated that the purpose of the spin-off is to strengthen the independence of its commercial organization. The company explained that its current sales organization is subject to company-wide HR and evaluation systems as well as resource allocation systems, which limits its ability to manage personnel according to sales-specific characteristics or to select products independently.
Following the launch of BPS, the company plans to select products based on market demand and sales capabilities, and to establish HR, evaluation, and compensation systems tailored specifically to sales. BPS will also assume responsibility for performance related to budget allocation and resource deployment for each commercial business unit. Boryung envisions combining its product supply competitiveness with market data gathered from the sales field.
Boryung has set a goal of adding 26 of its own products and 16 externally sourced products by 2030. BPS will expand its sales portfolio to include not only Boryung products but also third-party products, and will be responsible for disease-specific marketing, specialized sales, and managing post-launch sales performance and market share. The surviving entity, Boryung, plans to focus on research and development (R&D), product development, production, quality, and supply management, as well as brand acquisitions and the global contract development and manufacturing (CDMO) business.
Boryung also announced its goal of achieving a domestic pharmaceutical market share of at least 10% by developing BPS into the commercial infrastructure for its domestic operations. Under the vision of a “Life Science Infrastructure Company”—presented ahead of its 70th anniversary next year—the company plans to specialize in production and R&D, commercial operations, and space life science research, respectively.
The shareholders’ meeting regarding the spin-off is scheduled for the 28th of next month. Shareholders opposing the spin-off may exercise their right to demand the repurchase of their shares after notifying the company of their opposition between October 13 and 27. The repurchase request period runs from October 28 to November 17, and the proposed repurchase price is 8,924 won per share. If the withdrawal conditions specified in the spin-off plan—such as the total amount of share repurchase requests exceeding 50 billion won—are met, the spin-off may be withdrawn by a resolution of the board of directors.
The employment relationships and length of service of employees at the newly established company will be transferred. The company stated that, as of now, BPS has no plans to apply for a preliminary listing review within the next five years; however, if it pursues a listing after five years, it intends to include a provision in the articles of incorporation to ensure that procedures to protect the parent company’s shareholders are applied.
Kim Jeong-kyun, CEO of Boryung, stated, “We have absolutely no plans for a future sale or spin-off listing,” adding, “We will nurture it as a core growth driver as a wholly-owned subsidiary in which Boryung holds a 100% stake.”
