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The National Pension Service has expressed its opposition to the paid-in capital increase that Korean Air is promoting to acquire Asiana.
“Tomorrow against the change of the articles of incorporation of the extraordinary shareholders’ meeting”
The National Pension Fund’s Trustee Responsibility Committee released a press release on the 5th, saying, “The Trustee Responsibility Specialized Committee on the approval of the amendment of the articles of incorporation by Korean Air has decided to’opposite’ after in-depth discussions.”
Korean Air is scheduled to hold an extraordinary general shareholders’ meeting at its headquarters in Gangseo-gu, Seoul on the morning of the 6th, and vote on some amendments to the articles of association for the capital increase.
Korean Air is planning a paid-in capital increase of 2.5 trillion won for the acquisition of Asiana Airlines. Korean Air needs to change the articles of incorporation to increase the total number of issued shares in order to implement a capital increase for the acquisition.
The National Pension Service said, “The change in the articles of incorporation is related to Korean Air’s acquisition of Asiana Airlines, and it was determined that various aspects such as the positive and negative effects of the acquisition should be considered.” There was an opinion that positive effects can be expected such as synergy and strengthening of international competitiveness through securing an exclusive position in domestic air services.
However, there is a negative opinion that there is a risk of damaging shareholder value, such as “the decision to take over without due diligence in the process of signing an Asiana Airlines takeover agreement, and the fact that the contract may be disadvantageous to Korean Air as the reason attributable to Asiana Airlines is not defined as the reason for canceling the contract. It was presented,” he said. “As a result of voting after several discussions, the dissenting opinions prevailed, so we decided to finally oppose it.”
Currently, the national pension’s ownership of Korean Air is 8.11%, the second largest shareholder after Hanjin Kal (31.14%). The amendment of the articles of incorporation is a special resolution and must be approved by at least two thirds of the voting rights of the participating shareholders. At present, it is difficult to overturn the decision only with a stake in the national pension, but it is likely to affect minority shareholders.
Korean Air is expected to persuade other shareholders except for the national pension at the shareholders’ meeting.
Reporter Go Seok-hyun [email protected]