Not surprisingly, Samsung’s controlling Lee family managed to convince shareholders to approve an $8 billion merger of two Samsung affiliates that will solidify family heir Lee Jae-yong’s grip on prized Samsung Electronics Co.
The merger only passed by a small margin in the Friday vote, and follows a bitter battle with U.S. hedge fund Elliott Associates. Analysts note that the shareholder approval of the merger will not take the pressure off Lee, who must deal with growing expectations from shareholders and an inevitable continuation of the legal battle with Elliott.
Samsung C&T closed down around 10% Friday on the news.
Details on the Samsung merger vote
The merger between the Samsung conglomerate’s Cheil Industries and construction unit Samsung C&T Corp. will give Lee a 16.5% stake in the merged firm, which is planning to keep the Samsung C&T name and relist in Korea on Sept. 15th of this year. The merger allows Lee to gain control over Samsung C&T’s 4.1% stake in Samsung Electronics, the world’s largest smartphone maker.
Family heir apparent Lee is trying to solidify his control of prize Samsung Electronics before an expected inheritance from his elderly and unwell father, company chairman Lee Kun-hee. The elder Lee has a 3.4% stake in Samsung Electronics.
Samsung won approval for the merger with 69.5% of votes cast, just over the two-thirds majority required to approve the merger.
The Samsung C&T shareholder meeting was very loud and contentious throughout. Co-Chief Exec Choi Chi-hun was interrupted by jeers from the crowd on numerous occasions. One shareholder stormed the stage, grabbed the mic and said, “I strongly oppose the merger!” before being forcibly removed by security.
Elliott owns a 7.1% stake in Samsung C&T, and is widely expected to challenge the Samsung merger in court. Of interest, the Big Apple-based hedge fund recently purchased 1% stakes in two Samsung affiliates, which gives Elliott the legal right to sue.
Statement from Elliott Management
“Elliott is disappointed that the takeover appears to have been approved against the wishes of so many independent shareholders and reserves all options at its disposal,” an Elliott spokesperson noted following the vote.
What’s next? Analyst from UBS opine:
SC&T’s EGM result was surprising because we had expected difficulties in gaining twothirds of the voted shares, especially from foreign investors (34% of outstanding shares), given the findings by proxy research firms such as ISS. The next hurdle is the put option for dissenting shareholders (17 July to 6 August), but we believe the risk of the put option being exercised is low, unless the share price collapses in the near term because the Won57,234 strike price is out-of-the-money. We believe Elliott may continue its activism but believe the impact on the share price or the merger may not be significant.
