2023-08-18 22:10:00
[시사저널e=이승용 기자] As the Celltrion Group announced plans to merge Celltrion, Celltrion Healthcare, and Celltrion Pharmaceuticals, investors are paying attention to the possibility of a successful merger between Celltrion and Celltrion Healthcare.
The biggest variable is appraisal rights. There are many shareholders who oppose the merger, so if the amount of appraisal rights exercise exceeds the 1 trillion won that Celltrion Group has prepared, it is highly likely that the merger will be canceled.
According to the Korea Exchange on the 19th, Celltrion shares fell 3.9% from 156,500 won last week to 150,400 won this week. Shares of Celltrion Healthcare also fell 5.1 percent from 72,300 won last week to 68,600 won this week.
The share prices of Celltrion and Celltrion Healthcare this week are higher than the standard merger price announced by the Celltrion Group on the 17th, but lower than the appraisal price presented to shareholders who oppose the merger.
According to the merger plan announced on the 17th, Celltrion plans to merge with Celltrion Healthcare. The merger with Celltrion Pharm will proceed within six months.
The merger price of Celltrion and Celltrion Healthcare is 148,853 won for Celltrion and 66,874 won for Celltrion Healthcare, and the merger ratio is 1 to 0.4492620. Celltrion Healthcare shareholders will be issued 0.449262 shares of Celltrion for every share of common stock.
If the agenda is passed through the shareholders’ meeting on October 23, applications for exercising appraisal rights will be received from October 23 to November 13. The date of the merger is December 28th, and the new stock listing date of the merged corporation is scheduled for January 12th next year. Celltrion Healthcare shares will be suspended from December 26th to January 11th next year.
Celltrion Healthcare is in charge of selling biopharmaceuticals developed and produced by Celltrion overseas. However, with respect to such a business structure, it was pointed out that it was an opaque accounting method in terms of inventory and assets. After the merger, accounting transparency is expected to further improve.
After the merger, the market capitalization is analyzed to be 40 trillion won. As the market capitalization increases and the funds within the company are pooled in one place following the merger, the capacity for mergers and acquisitions (M&A) is expected to expand. As of the end of the first half of this year, Celltrion’s cash assets are 675.2 billion won, and Celltrion Healthcare’s is 369.9 billion won. At a meeting on the 17th, Celltrion Group Chairman Seo Jeong-jin said, “We are preparing for a merger and acquisition, and the mobilizable cash assets of Celltrion and Celltrion Healthcare and personal funds will be combined and invested.”
The stock market believes that the biggest variable is the size of the exercise of appraisal rights. The exercise price of appraisal rights is 150,813 won for Celltrion and 67,251 won for Celltrion Healthcare. Celltrion Group has prepared 1 trillion won in preparation for appraisal rights. It accounts for regarding 3.2% of the combined market capitalization of the two companies.
Even when Samsung Heavy Industries and Samsung Engineering were merged in 2014, Samsung prepared 1.36 trillion won in preparation for appraisal rights, but the amount of appraisal rights exercised reached 1.6298 trillion won, and the merger was eventually withdrawn.
At the time of the merger between Genexine and Toolgen in 2019, the two companies prepared 180 billion won in preparation for stock purchase rights, but the merger was canceled when an amount of 450 billion won was requested.
Hyeon-soo Ha, a researcher at Yuanta Securities, said, “The stock price movement is important in exercising appraisal rights.” It won’t be big,” he analyzed.
Meanwhile, on the KOSDAQ this week, Ecopro BM maintained its top spot in market cap, followed by EcoPro, Celltrion Healthcare, and L&F. Posco DX beat JYP Entertainment and jumped from 6th to 5th.
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