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MBK, Young Poong to require Korea Zinc shareholder conference in push to revamp board

Korea Zinc's top shareholder Young Poong and private equity fund MBK Partners plan to call for an extraordinary shareholder meeting this year seeking approval to select their board candidates, a top executive at the fund said, intensifying a takeover battle.

Run by the Choi family, Korea Zinc has been in a. bitter fight for control of the $17 billion zinc empire with the. co-founding Chang family, whose conglomerate Young Poong. made an initial joint offer with MBK in September.

MBK and Young Poong desire their representatives to account. for over half the board of the world's most significant zinc. refiner, Kim Kwang-il, a partner at MBK, informed Reuters in an. interview, adding they have yet to pick the number of brand-new. directors.

Currently, Chang Hyung-jin, a Young Poong advisor, is the. only member representing Young Poong in the 13-member board.

MBK will also propose the introduction of an executive. officer system, to separate management from the board, a. step that would need Korea Zinc Chairman Yun B. Choi to. give up his management role, Kim said.

Korea Zinc is a typical example of board of directors not. taking into account investors' interests in South Korea, Kim. said. To them, the business is synonymous with Choi. That is the. corporate governance issue that we want to deal with.

MBK and Young Poong got a more than 5% stake in the. South Korean company through a tender offer that closed recently,. bringing their combined stake in the firm to nearly 39%.

To counter the proposal, Korea Zinc released a share buyback. program that closed on Wednesday. It has yet to divulge how. lots of shares were tendered.

Korea Zinc's Choi household can potentially secure the support. of approximately 36.5% of investors, consisting of Bain Capital and. tactical partners such as Hyundai Motor Group, according to. experts.

BUSINESS GOVERNANCE

Korea Zinc has been criticised by some governance professionals. for its $400 million investment in private equity funds run by a. longtime good friend of Choi who has actually been detained and launched on. bail over his company's supposed participation in a stock. manipulation scheme involving K-pop company SM Home entertainment .

This is a conflict of interest, Kim stated, including the. financial investments did not get board approval and Korea Zinc's shares. had actually been underestimated partially because of its inefficient capital. management.

At an interview this month, Choi stated Korea Zinc. took all required actions required by the law and internal guidelines. to make a reasonable and normal management decision to utilize. surplus money to improve investment returns.

Korea Zinc CEO Park Ki-deok, also informed press reporters on. Tuesday that its board structure and governance structure is. exemplary, with independent directors comprising the bulk.

MBK and Young Poong have much more than the 3% stake needed. to call for an unique shareholder meeting. If the demand is. turned down by Korea Zinc's board, MBK prepares to seek a court. approval to push ahead and the proposed meeting could be. delayed to January or February, Kim stated.

Including new directors would need approval by a majority of. voting investors.

The change of the board structure to separate management. roles needs approval from two-thirds of the votes present,. implying that MBK and Young Poong would require to get support from. other shareholders such as the National Pension Service, which. has a 7.83% stake.

Shares in Korea Zinc escalated 30% on Thursday to a record. high, as financiers are bracing for a lengthy takeover fight for. the company that could include on-market purchases by the rival. parties.

(source: Reuters)