Korean Air acquires Asiana’in the midst of concession’… First step in KCGI litigation

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【Youth Daily】 As Korean Air started to take over Asiana Airlines, it was caught in a lawsuit that could destroy the takeover itself.

In addition, Kang Seong-bu, CEO of KCGI, an activist private equity fund (PEF), raised an objection to the integration process and put a brake on the takeover. In addition, as the conflict between the employees of the two companies has been expressed, doubts about the cruise after the consolidation are increasing.

According to industry sources on the 22nd, an interrogation of’temporary injunction against the issuance of new shares for Hanjin Kal’s resolution for a paid-in capital increase of Hanjin Kal’ requested by KCGI will be held at the Seoul Central District Court on the afternoon of the 25th.

Since the 2nd of next month is the payment date for the paid-in capital increase of Hanjin Kal by the Korea Development Bank, it is expected that the court’s judgment will come out until the 1st of next month at the latest. Since the decision to take over, KCGI has insisted that KDB’s investment in Hanjin Kal is a means to defend Chairman Won-tae Cho’s management and control rights, and requested that the issuance of new shares for Hanjin Kal’s 500 billion won capital increase I applied for temporary disposition.

KCGI has formed a’three-party shareholder association’ in cooperation with Bando E&C and former vice president of Korean Air Cho Hyun-ah and is in conflict with Chairman Cho over management rights. KCGI seems to have put a brake on the takeover of Asiana Airlines, as KCGI believes that if KDB secures a stake in Hanjin Kal through a third-party capital increase, it can serve as a’friend’ for Chairman Cho.

If KCGI’s application for temporary injunction is cited in the court, it is possible that Korean Air’s acquisition of Asiana Airlines will be canceled. This is because it is difficult for Korean Air to secure funds to acquire Asiana Airlines without KDB’s investment in Hanjin Kal.

Sang-eun Choi, Vice President of Saneun, said at a press conference on the 19th of this month that “if the application for temporary injunction is cited, the combined transaction of Korean Air and Asiana Airlines will inevitably be canceled.

The industry believes that it is unlikely that the court will cite the request for provisional injunction, but the court’s judgment may be different depending on how it views the purpose of the issuance of this new stock. If the court determines that the issuance of new shares infringes on the right to take over existing shareholders and that there is no urgent need for management, the request for provisional injunction is highly likely to be cited if the court determines that it is the purpose of defending Chairman Cho’s management rights.

Accordingly, KDB and Korean Air are emphasizing that it is an acquisition to reorganize the aviation industry, which is in crisis due to the novel coronavirus infection (Corona 19). KDB’s position, emphasizing that Chairman Cho is retired from the front line of management and not exercising favorable voting rights, is a factor that makes it difficult for the court to interpret the issuance of new shares as defending Chairman Cho’s management rights.

Even if the application for temporary injunction is dismissed, KCGI’s’countback’ does not stop.

On the 20th of this month, KCGI requested Hanjin Kal to convene an extraordinary general shareholders’ meeting. At the extraordinary general shareholders’ meeting, the board of directors who led the acquisition of Asiana Airlines and decided to hold the responsibility of the board of directors, and new directors with expertise and independence, will form the majority of the board of directors. If Hanjin Kal does not accept the convocation of an extraordinary general meeting of shareholders, it may convene a general meeting with the permission of the court.

The conflict between Chairman Cho and the shareholders of the trilateral association, as well as the conflict between Korean Air and Asiana Airlines employees and the no-no conflict, is a task that Korean Air must solve. The union joint countermeasure committee composed of four unions of both companies, including Korean Air Pilots’ Union, Korean Air Employees’ Alliance, Asiana Airlines Pilots’ Union, and Asiana Airlines’ union, said, “It is necessary to present concrete action plans to prevent restructuring.” Urged.

The Joint Countermeasures Committee warned that it would prevent mergers and acquisitions through all legal and physical responses without the government’s clear statement of position.

On the other hand, the Korean Air union, which has about 12,000 employees excluding Korean Air pilots, said, “We respect the decision to take over,” and differed from the four unions. The Asiana Airlines Open Pilots Union, which initially expressed its intentions against the takeover, has also held back its position on the takeover.

The relationship between the two companies, which has continued for over 30 years since the founding of Asiana Airlines, is also expressed as a conflict between employees.

In the blind, an anonymous bulletin board application (app) for office workers, there is a’comment war’ between Korean Air and Asiana Airlines employees. Mainly, Korean Air employees oppose the takeover and even slander Asiana Airlines employees. Users who appear to be Korean Air employees left posts such as’Pray for Asiana’s bankruptcy’ and’Before you bow your head and come in’.

An employee at Asiana Airlines said, “If employees connect to the blinds, they even say that they will only get hurt and not connect at all,” and said, “There is no discrimination after the integration, but it doesn’t seem like the employees think.”

【Youth Daily = Reporter Kang Jeong-wook】

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