[단독]Samyang Group promotes the release of the holding company.. Holdings merges with Biopharm

It is observed that Samyang Group is pursuing the release of the holding company through the merger of the holding company Samyang Holdings and its subsidiary Samyang Biopharm. After the merger of the two companies, Samyang Group is unlikely to be able to maintain the requirements for the’holding ratio of 50% or more’ as stipulated by the Fair Trade Act. If Samyang Group cancels the holding company system, it will change the group system 10 years after the transition to the holding company system in 2011. The release of the holding company among large corporate groups is considered to be an extremely unusual event, with Doosan Group being the only de facto case in 2015.

On the 26th, Samyang Holdings announced on the 26th that it would be a small-scale merger of Samyang Biopharm at a 1-to-0 merger ratio in the late afternoon after the stock market closed. Prior to the announcement of the merger and acquisition, Samyang Holdings purchased 21,6600 shares of Samyang Biopharm from 10 owners including Kim Kun-ho, Managing Director of Samyang Holdings, and made the stake in Samyang Biopharm 100%.

Samyang Holdings cited the reasons for the merger of Samyang Biopharm, such as improving operational efficiency and complementing each other’s capabilities. As a result, it is analyzed that it is preparing a procedure to cancel the holding company system. When the two companies merge, it is analyzed that Samyang Holdings will not be able to maintain the 50% holding ratio, which is one of the holding company requirements required by the Fair Trade Act. The holding ratio refers to the ratio of the total stock price of subsidiaries to the total assets.

Specifically, Samyang Holdings’ total assets on a separate basis as of the third quarter of 2020 are KRW 1,674.6 trillion. The total book value is KRW 1.34 trillion and the landlord ratio is calculated at 61.75%. Samyang Holdings USA, an overseas subsidiary, is excluded, and joint companies such as Samnam Petrochemical and Samyang Hwaseong are included in the calculation as Samyang Holdings has substantial control.

However, after the merger, the asset value of Samyang Biopharm will be added to the total assets of Samyang Holdings, and the total assets of Samyang Holdings will increase to 1.891.8 billion won, and the total stock price of subsidiaries will decrease to 8986 billion won, resulting in a drop in the holding ratio to 47.49%. . This is based on the figures at the end of the third quarter of last year.

An official from the FTC said, “If the holding ratio falls below 50%, it will be automatically excluded from the legal holding company.” “There is a process such as applying for cancellation of the holding company in the future, but if the requirements are not met, it cannot be treated as a holding company.” said.

Doosan Group is a representative business group that deliberately lowered the ratio of the holding company in the past to cancel the holding company. Doosan Group moved out of the holding company system in 2015 to escape from the FTC regulations. It was also the first thing at the time to dissolve the holding company system again after switching to a holding company among the top 10 group companies.

The Doosan Group used a method of lowering the landlord ratio to cancel the holding company. Doosan Corporation, a business holding company of Doosan Group, has grown its own business assets through acquisitions such as Doosan Fuel Cell and mergers with affiliates in the forklift business. Samyang Holdings’ merger of Samyang Biopharm is analyzed in the same way.

If Samyang Group leaves the holding company system, it will change the group system in 10 years after converting to the holding company system in 2011. In 2011, Samyang Group transformed into a holding company system by dividing Samyang, which was the center of the group, into three companies: Samyang Holdings, a holding company, Samyang, and Samyang Biopharm, which are business companies.

However, Samyang Group believes that the decline in the holding ratio is not a move away from the holding company system. When asked about the change in the holding ratio and the possibility of canceling the holding company after Samyang Holdings’ merger with Samyang Biopharm, an official from Samyang Group said, “The accounting results as of the fourth quarter of 2020 have not yet come out, and as a result of our own simulation, we will be able to maintain 50% after the merger. I expect,” he said, “it is not a move to dissolve the holding company system.”