Celltrion announces selection of lead underwriter for merger, but merger details remain undisclosed

Celltrion Group is actively pursuing its merger plan. The company has officially confirmed the selection of a lead underwriter to oversee the merger of its three listed companies: Celltrion, Celltrion Healthcare, and Celltrion Pharmaceuticals. However, specific details regarding the timeline and methodology of the merger have not been disclosed and are still under review.

Mirae Asset Securities has been chosen as the lead underwriter for the merger of the three listed companies within Celltrion Group. It is noteworthy that Mirae Asset Securities, previously known as Mirae Asset Daewoo, also served as the underwriter for the initial public offering (IPO) of Celltrion Healthcare.

In the past, Celltrion underwent a corporate restructuring when it merged with Oalkem, a KOSDAQ-listed company, in 2008. Similarly, Celltrion Pharmaceuticals (formerly Mbiznetworks Global, a KOSDAQ-listed company) merged with Hanseo Pharmaceuticals in 2009. Celltrion transferred its listing from KOSDAQ to KOSPI in 2018.

KOSDAQ, which stands for Korean Securities Dealers Automated Quotations, is a trading platform similar to the American NASDAQ. On the other hand, KOSPI refers to a series of indexes that track the overall Korean Stock Exchange and its components. The KOSPI market is the main board listing medium to large capital blue chip stocks, while the KOSDAQ market serves as a financing channel for small and medium venture companies with growth potential.

Jung-Jin Seo, Chairman of Celltrion
Jung-Jin Seo, Chairman of Celltrion

In a recent online press conference held shortly after his return to management in March, Chairman Jung-Jin Seo expressed his unwavering commitment to the merger of the three companies within Celltrion Group. He stated, "My position on the merger remains unchanged" and mentioned that the administrative procedures conducted by the Financial Supervisory Service are expected to conclude by the end of July this year.

Chairman Seo also addressed Celltrion shareholders who demanded the cancellation of treasury stocks during this year's shareholders' meeting. He stated, "For the company, pursuing a merger through stock exchange offers greater benefits than a 2-3% increase in stock price through share cancellation."

Analysis suggests that the active repurchase of treasury stocks by Celltrion and Celltrion Healthcare throughout the year is closely tied to Chairman Seo's goal of securing as many of their own shares as possible.

In 2023, Celltrion has acquired a total of 1,305,376 shares, equivalent to approximately $200 million, in four separate transactions. They also completed the repurchase of a total of 1,555,883 shares ($253.5 million) last year. Celltrion Healthcare has made its third decision to repurchase treasury stocks this year, acquiring a total of 1,215,000 shares, approximately $75 million in value. The companies also acquired a total of 1,303,854 shares ($85 million) through two transactions last year.

Currently, Celltrion holds approximately 3.81 million treasury shares, accounting for around 2.60% of the total issued shares. Celltrion Healthcare holds approximately 4.45 million treasury shares, representing about 2.71% of the total issued shares.

There is speculation in the market that Celltrion may initially merge its subsidiary, Celltrion Pharmaceuticals (where Celltrion holds the majority stake of around 55%), and then proceed with a merger between Celltrion and Celltrion Healthcare. There is also discussion of a potential simultaneous merger involving all three companies: Celltrion, Celltrion Healthcare, and Celltrion Pharmaceuticals.

The success of the merger among the three companies depends on the exercise of stock purchase rights by shareholders opposing the merger. In particular, the proportion of other shareholders in Celltrion and Celltrion Healthcare was relatively high at the end of last year, at 66.43% and 58.6%, respectively, which could pose a burden in terms of stock purchase claims.

Jae-Kyung Park, a researcher at Hana Securities, analyzed that "the amount of stock purchase claims and the funding to support them are crucial for the success of the merger." Chairman Jung-Jin Seo also stated in a March online press conference, "If the stock purchase rights are not accommodated, the merger will not proceed."

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