[Edaily Reporter Shin Ha-yeon ] Shares of HANJINKAL(180640) soared nearly 60% over the past week amid expectations that the battle for control between Hanjin Logistics Corporation Chairman Walter Cho and Hoban Group could intensify. Amid growing expectations for a control premium—fueled by news of Chairman Cho’s additional share purchases and the possibility of Hoban Group expanding its stake—market interest intensified further after it was confirmed that Hoban Group had overtaken Chairman Cho’s side by a margin of just 0.11 percentage points to become the largest shareholder. Market analysts predict that the competition to secure shares is likely to continue through the end of the year, given the narrow gap between the two sides’ holdings and Chairman Cho’s planned additional purchases.

According to MP Doctor on the 7th, HANJINKAL closed at 196,100 won during regular trading on the 6th, up 2.99% from the previous trading day. Even as a circuit breaker was triggered early in the session due to concerns over U.S.-driven artificial intelligence (AI) investments and the KOSPI closed down 5.86%, HANJINKAL rose to 223,500 won during the session, setting a new 52-week high.

On the 30th of last month, just before the stock price began its sharp rally, the closing price was 123,900 won. Since then, it rose to 134,800 won on the 2nd of this month, surged to the daily upper limit of 175,200 won on the 3rd, and closed at 196,100 won on the 6th. Compared to the 30th of last month, this represents a 58.3% increase in just five trading days.

The rise in HANJINKAL(1P) Preferred Stock ( HANJINKAL(1P)(18064K)) was even steeper. Following a 14.07% gain on the 2nd, HANJINKAL(1P) Preferred hit the daily price limit on the 3rd, rose 22.44% on the 4th, and 29.84% on the 5th; on the 6th, it soared to the daily price limit again, closing at 80,600 won. Compared to the closing price of 26,300 won on the 30th of last month, the stock surged 206.5% in just one week; compared to the closing price of 30,000 won on the 2nd—the first trading day of this week—it soared 168.7%. This is interpreted as buying pressure concentrating on the preferred stock as expectations of a stake battle surrounding HANJINKAL spread to the preferred shares.

Behind this surge lies the possibility of a stake battle between Hoban Group and Chairman Cho. On the 4th, HANJINKAL disclosed that its largest shareholder had changed from Walter Cho and 18 others to Hoban Construction and three others. Hoban’s stake stood at 20.69%, just 0.11 percentage points ahead of the 20.58% held by Chairman Cho and his affiliates.

Typically, when a stake battle emerges, stock prices tend to rise as expectations grow that major shareholders will purchase additional shares to secure management control. In particular, for stocks with a limited number of shares in circulation, a buying competition on the open market can quickly tighten supply and demand. Combined with expectations that higher prices may be offered during future tender offers or block trades, the so-called “control premium” is reflected in the stock price.

Chairman Cho plans to acquire an additional 325,000 shares of HANJINKAL common stock from the 3rd of next month through January 1 of next year. If the transaction is completed as planned, Chairman Cho’s stake will rise to 21.07 percent, and barring any further changes in Hoban’s stake, he will regain his status as the largest shareholder. However, HANWHA INVESTMENT & SECURITIES calculated that Hoban could reclaim the position of largest shareholder if it secures just an additional 250,000 shares—a 0.37 percentage point increase. Based on the closing price on the 4th, this would amount to approximately 46 billion won.

◇Even if the largest shareholder changes… the math behind a proxy battle is a separate matter

The actual control structure is more complex than a simple ranking of largest shareholders. A key variable is which side Delta Air Lines—which holds a 14.90% stake in HANJINKAL—and the Korea Development Bank (KDB)—which holds 10.58%—will cast their votes for at future shareholders’ meetings. However, KDB is under no obligation to exercise its voting rights jointly with Chairman Cho’s camp, and Delta Air Lines has never officially disclosed its voting intentions.

Park Se-yeon, an analyst at HANWHA INVESTMENT & SECURITIES, pointed out that it is necessary to distinguish between a change in the largest shareholder and the actual voting dynamics at the shareholders’ meeting. Even assuming that Chairman Cho’s planned share purchase is completed and Delta Air Lines and the Industrial Bank of Korea vote in the same direction, Chairman Cho’s camp’s combined stake would be 46.5%, falling short of the approximately 62.7% required for a special resolution. The Hoban side also finds it difficult to overturn management control on its own. Analyst Park noted, “Even if the largest shareholder changes, the balance of power in a vote involving Delta Air Lines and the Korea Development Bank will remain the same,” and analyzed that the premium in the stake competition is more likely to be determined through block negotiations over Hoban’s shares rather than through a vote at the shareholders’ meeting.

The regular shareholders’ meeting next March is also expected to serve as the first test. As the terms of three directors come to an end, one audit committee member will be elected separately, while cumulative voting may be applied to the remaining two seats. HANWHA INVESTMENT & SECURITIES calculated that, based on this year’s attendance rate at the shareholders’ meeting, the stake required to securely secure one seat through cumulative voting would be approximately 31.33%. Even if Hoban’s 20.69% stake is combined with the Korea Development Bank’s 10.58% stake, the total would be 31.27%—falling just short of the required threshold—meaning additional votes from the National Pension Service or general shareholders would be needed. Analysts estimate that, barring any director dismissals, the earliest a majority of the board could change would be March 2028.

Yang Seung-yoon, an analyst at EUGENE INVESTMENT & SECURITIES, predicted, “The competition to secure shares is likely to continue until December 31, the record date for voting rights at the annual general meeting of shareholders.” However, he noted that for Hoban to secure a majority stake, it would need to acquire an additional 29 percentage points, and even if it acquired the entire stake held by the Korea Development Bank, the gap with Chairman Cho’s side would still be about 11 percentage points, leading him to conclude that “the possibility of a short-term change in management control is limited.” Regarding the shareholders’ meeting next March, since the exclusion of cumulative voting will no longer be possible and the terms of three independent directors will expire, the analyst noted, “If Hoban shifts toward active management participation, there is a possibility it could gain a foothold on the board.”

Consequently, market attention is shifting to Hoban’s next move. To date, Hoban has maintained that the purpose of its HANJINKAL stake is “pure investment.” Factors expected to alter the competitive landscape going forward include additional on-market purchases, a change in the purpose of the holding to “management participation,” the sale of KDB’s stake, changes in Delta Air Lines’ stake, or the possibility of a tender offer.

◇HANJINKAL(1P) Preferred Shares Up 200%…Rising “Conflict Premium”

As expectations of a stake battle are rapidly reflected in the stock price, valuation pressures have also increased. According to iM Securities’ calculation using the Sum-of-the-Parts (SOTP) method, HANJINKAL’s fair market capitalization is approximately 3.3 trillion won. In contrast, as of the 3rd, its market capitalization stood at approximately 11.7 trillion won, representing a premium of about 250% over its net asset value (NAV). As of the closing price on the 6th, the market capitalization had swelled to approximately 13 trillion won.

Bae Se-ho, an analyst at iM Securities, assessed the situation, stating, “While we acknowledge the premium associated with the management control dispute, the sharp short-term surge in the stock price is a concern.” He explained that since only about 20% of the total shares are actually tradable, the stock price could fluctuate significantly once share purchases begin in earnest; however, this also means the cost for both sides to secure additional stakes will rise accordingly. Based on the stock price on the 3rd, iM Securities estimated that it would cost approximately 117 billion won to secure an additional 1 percentage point of ownership on the open market.

In particular, the fact that even HANJINKAL(1P) Preferred Stock—which carries no voting rights—has risen sharply indicates that expectations of a management control dispute have been widely reflected in the stock price. Whether the competition for common stock will lead to actual additional purchases or a tender offer, or whether it will be resolved through block negotiations among major shareholders, will determine whether the premium currently attached to the stock price will persist.

Analyst Bae noted that since the timing and method of the Korea Development Bank’s stake disposal have not yet been determined, “if Hoban Group is pursuing control of HANJINKAL, it is likely taking a very long-term view.”