Samsung C&T said Thursday that its plans to sell 5.76 percent stake to KCC Corp. was aimed at successively attaining the initial goals of the merger with Cheil Industries, involving business diversification and increasing synergy.
The Samsung Group unit also noted that the move is believed to protect the company and shareholders’ interests from a foreign hedge fund targeting huge short-term gains.
Its statement came after a U.S.-based hedge fund unveiled its plans to apply for another injunction to stop C&T from selling its shares ― it had earlier filed an injunction to stop the merger of the two Samsung units.
Earlier in the day, Elliott Management Corp. said that it would file for an injunction to prevent what it called a “desperate and unlawful attempt” to push through the proposed merger.
The fund also reiterated its stance that the proposed merger was unlawful and that it would be detrimental to shareholders of the construction company.
“The attempt by the boards of Samsung C&T and Cheil Industries to force through this unlawful takeover proposal represents an effort to divert, without any compensation, more than 58 percent … of Samsung C&T’s net assets out of the hands of the shareholders and into the hands of Cheil Industries’ shareholders,” Elliott argued in a press release, saying that portion of Samsung C&T’s net assets would be equivalent to 7.85 trillion won ($7.07 billion).
The construction & trading arm of Samsung plans to merge with affiliate Cheil Industries, which is the de facto holdings firm of the group, with a swap ratio of 1 to 0.35 in favor of the latter.
The plan immediately ran into opposition from Elliott, which filed for an injunction to stop the shareholders meeting scheduled for July 17 from taking place.
Faced with resistance from Elliott ― Samsung C&T’s biggest foreign investor with a 7.12 percent stake ― the company announced Wednesday that it would sell its own shares to KCC Corp.
The deal, which would see 5.76 percent of Samsung C&T shares exchange hands for about 670 billion won, would increase the percentage of shares held by entities supporting the merger to 19.75 percent from 13.99 percent.
In the face of Elliott’s accusations, Samsung C&T defended the board’s decision regarding the stock sale, hitting back by accusing the hedge fund of seeking quick gains.
In the Thursday statement, Samsung C&T also said that the deal would enable the company to improve its finances.
“The decision the board of directors made on June 10 to sell shares is legal and right for increasing the company’s profits and value for the shareholders.”
By Suk Gee-hyun (monicasuk@heraldcorp.com)
