Ilsung Pharmaceutical had filed a case to have the 2015 Samsung merger nullified. The Seoul Central District Court dismissed the case today. Ilsung had a 2.11 percent stake in Samsung C&T before the merger. The local pharmaceutical claimed that the merger with Cheil Industries was “unfair” to shareholders. The court ruled today that no illegality was found during the merger process, thus no ground existed to declare the merger as null and void.
“It is also hard to conclude that the share swap ratio was unfavorable to shareholders, and even if it was somewhat unfavorable to shareholders, it cannot be viewed that (the ratio) was significantly unfair,” the court added.
2015 Samsung Merger
The 2015 Samsung merger has come under scrutiny over the past year. Even activist hedge fund Elliott Associates claimed that the merger of Samsung C&T and Cheil Industries was to help Samsung’s founding Lee family to consolidate its power over Samsung Electronics – the crown jewel of the Samsung empire.
Samsung heir apparent Lee Jae-yong and his family owned 42 percent of Cheil Industries, the company itself owned just 1.4 percent of Samsung C&T. The merger was pushed through despite reservations expressed by minority shareholders. The Lee family was able to get what it wanted through a series of very complex cross-shareholdings that I’ve already explained in great detail.
Samsung C&T proposed to its shareholders that it would buy back their shares at the prevailing stock price after the merger was approved. The price at that point was around 57,234 won or $50.5. Five minority shareholders filed a lawsuit, they argued that the price was too low.
This is the same merger that has caused a lot of problems personally for Lee Jae-yong. The merger was at the center of the bribery and corruption probe that led to his imprisonment.