Hanwha Hotels and Resorts acquired 58.62% of OURHOME, the second-largest meal and food supplier in South Korea, on the 15th, becoming the largest shareholder. This comes 7 months after the acquisition work was initiated by Kim Dong-seon, Vice President of Hanwha Galleria and Hanwha Hotels and Resorts. Hanwha Hotels and Resorts aims to leverage significant synergy in the "institutional sector" of food technology by incorporating OURHOME, which achieved $2.44 trillion in revenue last year.
However, it is expected that there will be an 'uncomfortable cohabitation' for the time being, as Koo Ji-eun, former Vice Chair of OURHOME, opposed the sale of the equity to Hanwha.
Hanwha Hotels and Resorts announced in a press release on the same day that it has completed the acquisition of 58.62% of OURHOME and paid a transaction amount of 869.5 billion won. This includes the equity of Koo Bon-sung, former Vice Chair of OURHOME (38.56%), and Koo Mi-hyun, the current chairwoman, and her children's equity (19.28%). The equity of Koo Ji-eun, who opposed the sale, is around 40.27%. Koo Ji-eun holds 20.67% of the equity, while her younger daughter, Koo Myeong-jin, has 19.6%.
Koo Ji-eun did not assert any preemptive rights during the acquisition process by Hanwha. However, she is expected to continue to voice her opinions as a shareholder. Koo Ji-eun attended the shareholder meeting in March and proposed the appointment of Koo Myeong-jin as a company director and her children (Jo Hyo-jae) as well. The proposal to appoint Koo Ji-eun as CEO was also put forward but ultimately rejected.
Koo Ji-eun will have various ways to access company information in the future. Generally, if a shareholder holds more than 5% equity, they can view and copy the shareholder register, board meeting minutes, and financial records. Among these, the potential for management participation through viewing board meeting minutes is high. Depending on the company's decision-making process, she may file lawsuits or demand the dismissal of directors if necessary. Additionally, she can exercise various rights, such as claiming director dismissals, calling for extraordinary shareholder meetings, and proposing shareholder suggestions.
In the financial investment community, it is believed that Hanwha will initiate a shareholder allocation capital increase under the guise of business expansion, and if Koo Ji-eun is unable to follow, they may dilute her equity by acquiring the unsubscribed shares. An activist fund representative noted, "Even if Koo Ji-eun's equity is diluted, as long as it does not fall below 5%, she can continue to voice various opinions in management. However, since she is not a dominant shareholder, the process and method will be challenging."
There are also business aspects that need to be addressed. A key example is Kellisco. Kellisco is a subsidiary of OURHOME established by physically separating the restaurant business sector of OURHOME in 2009. It operates various restaurant brands, including the pork cutlet specialty store Saboten, Hibarin (traditional cutlet), and Reeperk (coffee and desserts).
According to Kellisco's audit report, as of the end of last year, Kellisco's largest shareholder is Lindeman Asia Investment, a venture capital and private equity firm holding 50% equity. Koo Ji-eun is the second-largest shareholder with 23% equity. Koo Myeong-jin also holds 17.75% of the equity.
A source familiar with Kellisco said, "Depending on the management dispute situation of OURHOME, there have been fluctuations in Kellisco's food sourcing methods, but OURHOME has indeed been a strong backer of Kellisco. As OURHOME's equity has now passed to Hanwha, there will likely be issues to discuss with Koo Ji-eun in this regard."
In the business community, there are expectations that Koo Ji-eun will likely seek a comeback based on Kellisco, given that more than half of the equity in OURHOME has transferred to Hanwha. Analyzing it similarly, Koo Ji-eun's late father, the late Koo Ja-hak, founded OURHOME after separating from LG Distribution in 2000, establishing the company in a prominent state.
Meanwhile, attention is also drawn to 'Koo Ssi Ban Ga,' a consumer brand launched by OURHOME, which has focused on business transactions. Koo Ssi Ban Ga is a ready meal brand launched to carry on the legacy of the late Koo Ja-hak. It features traditional dishes from the esteemed Koo family in Jinju, Gyeongnam, transformed into ready meals. Following the Jinju-style hangover soup, various new products, including kimchi, have been continuously released.